TCR_Public/130121.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, January 21, 2013, Vol. 17, No. 20

                            Headlines

1701 COMMERCE: OK'd to Incur Administrative Debt from Vestin
A123 SYSTEMS: Waiting for Approval, Preparing for Sale to Wanxiang
AIR DISTRIBUTION: S&P Assigns 'B' CCR; Rates $100MM Loan 'CCC+'
AIRWAY LABS: Weinberg & Baer Raises Going Concern Doubt
AMERICAN AIRLINES: Posts 4th Quarter Profit After Year-Ago Loss

AMERICAN AIRLINES: Reports $107-Mil. in 2012 Operating Income
AMERICAN AIRLINES: Judge Okays $1.5 Billion in New Financing
AMERICAN AIRLINES: Not Obligated for Make-Whole Payment
AMERICAN AMEX: Directed to File Chapter 11 Plan by Jan. 31
AMERIFORGE GROUP: Moody's Affirms 'B2' CFR; Outlook Stable

AMFIN FINANCIAL: Squires Sanders Discusses Ruling on FDIC Claims
AMPAL-AMERICAN ISRAEL: NASDAQ to Delist Class A Stock
ARCHDIOCESE OF MILWAUKEE: Catholic Cemeteries Might Lose Funding
ASSURED GUARANTY: Moody's Cuts Multiple Seniority Shelf to (P)Ba1
BAKERS FOOTWEAR: Bankruptcy Judge Agrees to Chapter 7 Conversion

BAKERS FOOTWEAR: Polsinelli Is Committee Co-Counsel
BAKERS FOOTWEAR: BDO Consulting Is Committee's Advisor
BLUEJAY PROPERTIES: Can Access Cash Collateral Until Jan. 31
BOMBARDIER RECREATIONAL: Moody's Affirms 'B1'; Rates Loan 'B1'
BROOKE CORP: Court Dismisses Portions of NCMIC Counterclaims

CAMARILLO PLAZA: To Seek Approvla of Plan Disclosures Jan. 24
CASPIAN SERVICES: Incurs $15.95-Mil. Net Loss in Fiscal 2012
CATALYST PAPER: Marks Return to TSX with Opening Siren
CGMT INC: Mayer Says 'Absurd' Malpractice Suit Rightly Nixed
CHRIST HOSPITAL: Looks to Liquidating Chapter 11 Plan

CLEAR CREEK: Court OKs Reduction of Allen Matkins' Role in Case
CLEARWATER PAPER: Moody's Affirms 'Ba2' CFR; Rates Sr Notes 'Ba2'
CLEARWATER PAPER: S&P Rates New $250MM Senior Unsecured Notes 'BB'
COASTAL REALTY: Court Rules on Ozarks Disclosure Objection
DAYTON SUPERIOR: J&K Adrian Lawsuit Goes Back to Alabama Court

DELL CORP: Fitch Likely to Assign 'B' Issuer Default Rating on LBO
DIGITAL DOMAIN: Hudson Bay DIP Loan Extended Until Jan. 31
DIGITAL DOMAIN: Seeks Approval to Pay Incentive Bonuses
DIGITAL DOMAIN: Florida Gov't Unit Hires Bankruptcy Lawyers
EDF RESOURCES: Shut Down by Small Business Administration

ELPIDA MEMORY: Wants DIP Loan Extended Until Feb. 15 on Interim
ELPIDA MEMORY: Bondholders Fail to Prove Collusion Claims
EMMONS-SHEEPSHEAD BAY: Can Employ Robinsons Brog as Counsel
EMPRESAS OMAJEDE: Proposes Charles A. Cuprill as Counsel
FIELD FAMILY: Has Access to Cash Collateral Until Jan. 28

GENERAL MOTORS: Citigroup, JPMorgan to Manage Shares Sale
GEORGIA GULF: Commences Cash Tender Offer for Senior Secured Notes
GEORGIA GULF: Moody's Rates $450MM Unsecured Notes 'Ba3'
GEORGIA GULF: S&P Assigns BB Rating to $450MM Sr. Unsecured Notes
GIBRALTAR KENTUCKY: Jan. 24 Final Hearing on Case Conversion

GIBRALTAR KENTUCKY: Plan Outline Hearing Continued Until Jan. 24
GREAT BASIN: Voluntarily Delists Common Stock on NYSE MKT
GLYECO INC: Amends Report on ARI Assets Acquisition
GULF FLEET: Court Rules on Summary Judgment Bid in Triple C Suit
HEALOGICS INC: Moody's Affirms 'B2' CFR; Rates Facilities 'B1'

HOSTESS BRANDS: Bakers Fund Adds Gordian to Advisory Team
HOSTESS BRANDS: Jan. 25 Hearing on Unions' Bid for Trustee
HOWREY LLP: Trustee Has New Approach on Accord With Ex-Partners
INLAND EMPIRE: Left Hazardous Materials at Plant, Says Lessor
INTERFACE SECURITY: S&P Gives 'B-' CCR; Rates $230MM Notes 'B-'

INTERFAITH MEDICAL: Okayed to Pay $2.5MM to Critical Vendors
INTERFAITH MEDICAL: Eric M. Huebscher OK'd as P. Care Ombudsman
JOHN CLEMENTE: Bankruptcy Court Flips Ruling on IRS Claim
KATHLEEN MORRIS: Hearing Tuesday on Plan Outline, Case Dismissal
LCI HOLDING: Hearing on Bidding Procedures on Wednesday

LCI HOLDING: U.S. Trustee Wants Patient Care Ombudsman
LCI HOLDING: Rothschild Inc. Approved as Financial Advisor
LIGHTSQUARED INC: Seeks More Time to Control Its Bankruptcy
LKA INTERNATIONAL: Amends Bylaws to Add Annual Meeting Provision
LOCATION BASED TECHNOLOGIES: Friedman Is New Accountant

MACCO PROPERTIES: Case Dismissal Bid Faces U.S. Trustee Challenge
MAKINO RESTAURANT: Nevada Court Threatens to Dismiss Appeal
MANSTONE COUNTERTOPS: Ariz. Court Kicks Out Lawyer Due to Delays
MARKETING WORLDWIDE: Incurs $11.1 Million Net Loss in 2012
MBIA INC: BofA's Case Backed by Payment Denial, Bank Says

MEDYTOX SOLUTIONS: Two Directors Resign from Board
MERIDIAN SUNRISE: Files Chapter 11 Petition in Tacoma
MERVYN'S LLC: Bankr. Court Won't Hear Navroth Tort Claims
MICHAELS STORES: S&P Rates New $1.64BB Secured Loan 'BB-'
NEW ORLEANS SEWERAGE: Moody's Affirms 'Ba2' Rating; Outlook Neg.

NEWLEAD HOLDINGS: Appoints Michael Zolotas as Chairman
OMTRON USA: Taps Duff & Phelps as Investment Banker
OMTRON USA: Want to Hire Upshot Services as Claims Agent
OMTRON USA: Wants to Hire Fox Rothschild as Attorney
OVERSEAS SHIPHOLDING: Hiring MHB as Special Litigation Counsel

OVERSEAS SHIPHOLDING: Can Use CEXIM Cash Collateral Until Jan. 24
OVERSEAS SHIPHOLDING: Wants Approval to Use DSF Collateral
PACER MANAGEMENT: Knox County Parties Object to Case Dismissal
PATRIOT COAL: Brower Piven Named Lead Counsel in Class Suit
PICCADILLY RESTAURANTS: Panel Taps Greenberg Traurig as Counsel

PICCADILLY RESTAURANTS: Court OKs GA Keen as Real Estate Advisors
PICCADILLY RESTAURANTS: Panel Can Hire Derbes as Attorneys
PUERTO DEL REY: Discloses $100-Mil. in Assets, $44-Mil. in Debt
PUERTO DEL REY: Hires Charles A. Cuprill as Counsel
PUERTO DEL REY: Proposes Luis R. Carrasquillo as Consultant

QUALTEQ INC: To Auction Unsold Real Estate on Feb. 25
RAVENWOOD HEALTHCARE: Court OKs Walker & Murphy as Special Counsel
RAVENWOOD HEALTHCARE: Can Hire Timothy Dixon as Special Counsel
RESIDENTIAL CAPITAL: Quinn Emanuel Represents RMBS Purchasers
RESIDENTIAL CAPITAL: Walters Bender in Mitchell Class Suit

RESIDENTIAL CAPITAL: Wins Approval to Try to Sell Defaulted Loans
RITE AID: Moody's Affirms 'Caa1' CFR; Outlook Positive
SIX FLAGS: Said to Team With Apollo on Sea World Buyout
SKOPE ENERGY: Pine Cliff CCAA Plan of Comprise Accepted
SATCON TECHNOLOGY: Taps Lazard Middle as Investment Banker

SATCON TECHNOLOGY: Five Members of Official Creditors Committee
SUNSTATE EQUIPMENT: Moody's Raises CFR to 'B2'; Outlook Stable
SURVEYMONKEY.COM LLC: S&P Assigns Prelim. 'B' Corp. Credit Rating
T-L BRYWOOD: Wins Approval to Use Cash Collateral Until March 31
TALON THERAPEUTICS: Joseph Landy Discloses 92.4% Equity Stake

TALON THERAPEUTICS: James Flynn Discloses 54.9% Equity Stake
TAYLOR BEAN: E.D. Pa. Court Won't Hear Stradley Ronon Suit
TRINSEO MATERIALS: Moody's Affirms 'B1' CFR; Rates New Notes 'B1'
URANIUM RESOURCES: Approves Stock Split for NASDAQ Compliance
VALEANT PHARMACEUTICALS: S&P Retains 'BB' Corp. Credit Rating

WEST 380: Hires Strasburger & Price as Bankruptcy Counsel
WEST 380: Court Approves Navigant Capital as Financial Adviser

* Americas Hotel Transaction Volume to Eclipse 2012 at $18.5 Bil.
* Large Junk-Bond Sales in 2012 Continuing This Year
* Recoveries More Certain for Senior Debt Holders in Oil & Gas
* Avison Young Releases 2013 Commercial Real Estate Forecast

* M&A Advisor Submits Finalists of 7th Annual Turnaround Awards
* MorrisAnderson Promotes Alpesh Amin to Managing Director
* Zhou and Chini Firm Offers Free Consultations on Chapter 11

* BOND PRICING -- For Week From Jan. 17 to 18, 2013

                            *********

1701 COMMERCE: OK'd to Incur Administrative Debt from Vestin
------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
authorized 1701 Commerce, LLC, to borrow, from Vestin Realty
Mortgage II, Inc., the funds deposited by Vestin on Oct. 29,
2012, into the trust account of counsel for the Debtor, Cole,
Schotz, Meisel, Forman & Leonard, P.A., in the amount of $420,000,
plus additional funds up to a maximum amount of $600,000 upon
these terms:

   i) the postpetition financing will serve as a credit line
      available to the Debtor to be used solely to pay the Court
      allowed and approved fees and expenses of Cole Schotz as
      counsel;

  ii) the Debtor will be authorized to draw down from the
      postpetition financing only such amounts as necessary to pay
      the Court approved and allowed compensation of Cole Schotz;

iii) the Oct. 29 funds will remain in the trust account of Cole
      Schotz pending the Debtor drawing down therefrom the amounts
      necessary to pay the compensation of Cole Schotz pursuant to
      orders of the Court, or, alternatively, Cole Schotz will be
      authorized to draw from the Oct. 29 funds, and the amounts
      so drawn by Cole Schotz will be deemed and will constitute
      postpetition borrowing of the Debtor;

  iv) the postpetition borrowing will be unsecured;

   v) the postpetition borrowing will not accrue interest;

  vi) the postpetition borrowing will be an allowed administrative
      expense of the Debtor's estate and will be paid only after
      all other allowed administrative expenses of the Debtor's
      estate are paid in full; and

vii) upon the filing of a final fee application by Cole Schotz
      and after payment in full of all allowed fees and expenses
      of Cole Schotz, to the extent any of the Oct. 29 funds
      remain in the Cole Schotz trust account, the amount will be
      returned by Cole Schotz to Vestin.

                        About 1701 Commerce

1701 Commerce LLC, owner and operator of a full service "Sheraton
Hotel" located at 1701 Commerce, Fort Worth, Texas, filed for
Chapter 11 protection (Bankr. N.D. Tex. Case No. 12-41748) on
March 26, 2012.  The Debtor also was the former operator of a
Shula's steakhouse at the Hotel.

1701 Commerce LLC was previously named Presidio Ft. Worth Hotel
LLC, but changed its name to 1701 Commerce LLC, prior to the
bankruptcy filing date to reduce and minimize any potential
confusion relating to an entity named Presidio Fort Worth Hotel
LP, an unrelated and unaffiliated partnership that was the former
owner of the hotel property owned by the Debtor.

1701 Commerce is a Nevada limited liability company whose members
are Vestin Realty Mortgage I, Inc., Vestin Mortgage Realty II,
Inc., and Vestin Fund III, LLC. 1701 Commerce LLC's operations are
managed by Richfield Hospitality Group, an independent management
company that is not affiliated with the Debtor or any of its
members.

Judge D. Michael Lynn presides over the bankruptcy case.  The
Debtor disclosed $71,842,322 in assets and $44,936,697 in
liabilities.

The Plan co-proposed by the Debtor and Vestin Realty Mortgage I,
Inc., Vestin Realty Mortgage II, Inc., and Vestin Fund III, LLC,
provides that, among other things, Convenience Class of Unsecured
Claims of $5,000 will be paid 100% in cash without interest within
30 days after Effective Date, and Unsecured Claims in Excess of
$5,000 will be paid 100% with interest at 5% through 20 quarterly
payments.


A123 SYSTEMS: Waiting for Approval, Preparing for Sale to Wanxiang
------------------------------------------------------------------
Peg Brickley, writing for Dow Jones' Daily Bankruptcy Review,
reported that government-backed battery maker A123 Systems Inc.
has yet to hear whether its proposed sale to China's Wanxiang
Group will pass muster before the Committee on Foreign Investment
in the United States, but in the absence of a fast "no," the plan
is to move ahead with the first stage of the deal this week, a
lawyer for the A123 said Tuesday.

Speaking at a hearing in the U.S. Bankruptcy Court in Wilmington,
Del., A123 attorney Caroline Reckler, who is with Latham & Watkins
LLP, said A123 may hear something from the foreign investment
review panel "later this afternoon" about the controversial sale,
which critics say presents a potential danger to national
security, according to the Jan. 15 report.

                        About A123 Systems

Based in Waltham, Massachusetts, A123 Systems Inc. designs,
develops, manufactures and sells advanced rechargeable lithium-ion
batteries and battery systems and provides research and
development services to government agencies and commercial
customers.

A123 is the recipient of a $249 million federal grant from the
Obama administration.  Pre-bankruptcy, A123 had an agreement to
sell an 80% stake to Chinese auto-parts maker Wanxiang Group Corp.
U.S. lawmakers opposed the deal over concerns on the transfer of
American taxpayer dollars and technology to China.

A123 didn't make a $2.7 million payment due Oct. 15 on $143.75
million in 3.75% convertible subordinated notes due 2016.

A123 and U.S. affiliates, A123 Securities Corporation and Grid
Storage Holdings LLC, sought Chapter 11 bankruptcy protection
(Bankr. D. Del. Case Nos. 12-12859 to 12-12861) on Oct. 16, 2012.

A123 disclosed assets of $459.8 million and liabilities totaling
$376 million.  Debt includes $143.8 million on 3.75% convertible
subordinated notes.  Other liabilities include $22.5 million on a
bridge loan owing to Wanziang.  About $33 million is owed to trade
suppliers.

The Hon. Kevin J. Carey presides over the case.  Lawyers at
Richards, Layton & Finger, P.A., and Latham & Watkins LLP serve as
the Debtors' counsel.  Lazard Freres & Co. LLC acts as the
Debtors' financial advisors, while Alvarez & Marsal serves as
restructuring advisors.  Logan & Company Inc. serves as the
Debtors' claims and noticing agent.  Wanxiang America Corporation
and Wanxiang Clean Energy USA Corp. are represented in the case by
lawyers at Young Conaway Stargatt & Taylor, LLP, and Sidley Austin
LLP.  JCI is represented in the case by Josh Feltman, Esq., at
Wachtell Lipton Rosen & Katz LLP.

An official committee of unsecured creditors has been appointed in
the case.  The Committee is represented by lawyers at Brown
Rudnick LLP and Saul Ewing LLP.

A123 sought bankruptcy protection with a deal to sell its auto-
business assets to Johnson Controls Inc.  The deal with JCI is
valued at $125 million, and subject to higher offers at a
bankruptcy auction.  At an auction early in December, JCI's bid
was topped by Wanxiang America's $256.6 million offer.

The Bankruptcy Court approved the sale on Dec. 11.  Wanxiang is
buying most of A123, except for its government business.  Navitas
Systems, a Chicago-area company spun off from Sun MicroSystems, is
buying A123's government business for $2.25 million.

JCI has filed an appeal from the sale approval.


AIR DISTRIBUTION: S&P Assigns 'B' CCR; Rates $100MM Loan 'CCC+'
---------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B'
corporate credit rating to Richardson, Texas-based Air
Distribution Technologies.  The rating outlook is stable.

At the same time, S&P assigned its 'B' issue-level rating (same as
the corporate credit rating) to the company's $100 million
revolving credit facility due 2017 and its $525 million first-lien
term loan due 2018.  The recovery rating is '3', indicating S&P's
expectation of meaningful (50% to 70%) recovery for lenders in the
event of a payment default.

In addition, S&P assigned its 'CCC+' issue-level rating (two
notches below the corporate credit rating) to the company's
$135 million second-lien term loan due 2020.  The recovery rating
is '6', indicating S&P's expectation of negligible (0% to 10%)
recovery for lenders in the event of a payment default.

Proceeds from these offerings were used to fund the acquisition of
Pinafore Holdings B.V.'s Tomkins Group Air Distribution Division
by an affiliate of CPPIB.  Total consideration for the acquisition
is $1.1 billion, including debt and contributed equity from CPPIB.

"The corporate credit rating on Air Distribution Technologies
reflects what we consider to be the combination of Air
Distribution's 'weak' business risk and 'highly leveraged'
financial risk," said Standard & Poor's credit analyst Maurice
Austin.  "Our view of the company's weak business risk is due to
Air Distribution's exposure to highly cyclical commercial and
residential construction markets, volatile raw material costs, and
a highly competitive operating environment."  Still, it is our
view that Air Distribution derives a competitive advantage from
its leading market position in niche categories and its broad and
diversified distribution network for its heating, ventilation, and
air conditioning (HVAC) components.

Air Distribution is the leading North American manufacturer of
products that are used to distribute, recycle, and vent air, and
which are critical components of HVAC systems within non-
residential and residential buildings.  Air Distribution designs
and manufactures a broad range of products including grilles,
registers and diffusers, dampers and louvers, terminal units,
commercial & industrial fans, chimneys, vents and accessories and
air filters used in a variety of industrial and commercial
applications.  Air Distribution has developed an extensive
distribution network in the U.S. for both its non-residential and
residential products that provides a significant competitive
advantage relative to smaller, regional, and local competitors, in
S&P's opinion.

Air Distribution is exposed to the volatility of commodity costs,
with about 40% of its cost of sales related to materials
(particularly steel and aluminum).  Air Distribution has hedged in
the past but currently the majority of raw material purchases are
done on a spot basis, with very minimal short-term hedging on an
opportunistic basis.  Still, Air Distribution benefits from
attractive pricing dynamics for its products and has a strong
record of passing through inflationary price increases through to
its customers.  The ability to pass through price increases
contributed to stable EBITDA margins of low double digits, through
the most recent economic cycle.  The stable rating outlook
reflects S&P's expectation that credit measures will remain
consistent with the company's highly leveraged financial risk
profile, with 2013 debt to EBITDA and FFO to debt of about 5.5x
and 13%, respectively, based on S&P's assumptions of flat end-
market demand.  S&P expects Air Distribution will maintain
adequate liquidity based on committed revolving borrowing capacity
and free operating cash flow.

"We could lower the rating if Air Distribution experiences weaker-
than-expected end-market demand, resulting in weaker-than-expected
operating performance or if the company experiences higher-than-
expected costs from establishing an internal corporate
infrastructure such that total leverage increases above 6x
on a sustained basis.  This could occur if the aforementioned
actions result in more than a 150 basis point decline in gross
margins," S&P noted.

"An upgrade is less likely in the next 12 months given our outlook
for flat commercial construction activity.  However, we could
raise our rating in the longer term when commercial construction
improves and after Air Distribution establishes a track record of
maintaining lower leverage comfortably in the 4x to 5x range," S&P
added.


AIRWAY LABS: Weinberg & Baer Raises Going Concern Doubt
-------------------------------------------------------
Airway Labs Corp. filed on Jan. 15, 2013, its annual report on
Form 10-K for the fiscal year ended Sept. 30, 2012.

Weinberg & Baer LLC, the Company's independent accountants, noted
that Airway Labs has suffered losses from operations since
inception and requires additional funds for future operating
activities that raise substantial doubt about its ability to
continue as a going concern.

The Company reported a net loss of $4.1 million on $892,187 of
revenues for fiscal 2012, compared with a net loss of $3.0 million
on $47,984 of revenues for fiscal 2011.

The Company's balance sheet at Sept. 30, 2012, showed $1.1 million
in total assets, $3.4 million in total liabilities, and a
stockholders' deficit of $2.3 million.

A copy of the Form 10-K is available at http://is.gd/IfkSjm

Scottsdale, Ariz.-based AirWay Labs primarily engages in the
development, manufacture and distribution of nasal breathing
devices.


AMERICAN AIRLINES: Posts 4th Quarter Profit After Year-Ago Loss
--------------------------------------------------------------
AMR Corp., the parent company of American Airlines, reported a
fourth-quarter profit following a year-earlier loss and said cost-
cutting measures undertaken during restructuring would buoy
earnings in future.

Reuters reported that the carrier, which is weighing a merger with
US Airways Group against exiting Chapter 11 as a standalone
company, said 2012 revenue grew 3.7 percent to $24.9 billion, its
highest annual revenue ever, the report said.

Having filed for bankruptcy protection in late 2011, American has
renegotiated plane leases, reduced management and support staff
and froze pension plans to lower costs and improve competitiveness
with rivals, the report related.

"Having reached the vast majority of our restructuring milestones
already, we can now focus on the new American becoming reality,"
Reuters said, citing Chief Executive Tom Horton's statement in a
memo to staff. He said the financial improvement would pick up as
the full effects of the reorganization kick in.

Net income was $262 million, or 69 cents a share, compared with a
loss of $1.1 billion, or $3.27 a share, a year earlier, according
to the report.

Excluding items such as benefits tied to income taxes and the
settlement of a commercial dispute, American had a loss of $88
million, or 23 cents a share, Reuters said. That compares with a
loss of 53 cents expected by analysts, according to Thomson
Reuters I/B/E/S.

Quarterly revenue eased 0.3 percent to $5.9 billion due to an
estimated $155-million impact of superstorm Sandy, a November snow
storm and disruptions to operations last year, the carrier said.

Operating expenses fell 12 percent in the quarter, and fuel costs
rose nearly 8 percent.

                         American Airlines

AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.

AMR, previously the world's largest airline prior to mergers by
other airlines, is the last of the so-called U.S. legacy airlines
to seek court protection from creditors.

American Airlines, American Eagle and the AmericanConnection
carrier serve 260 airports in more than 50 countries and
territories with, on average, more than 3,300 daily flights.  The
combined network fleet numbers more than 900 aircraft.

The Company reported a net loss of $884 million on $18.02 billion
of total operating revenues for the nine months ended Sept. 30,
2011.  AMR recorded a net loss of $471 million in the year 2010, a
net loss of $1.5 billion in 2009, and a net loss of $2.1 billion
in 2008.

AMR's balance sheet at Sept. 30, 2011, showed $24.72 billion
in total assets, $29.55 billion in total liabilities, and a
$4.83 billion stockholders' deficit.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors.  Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law
Group, Chartered, are on board as special counsel.  Rothschild
Inc., is the financial advisor.   Garden City Group Inc. is the
claims and notice agent.

Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and
Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP
serve as counsel to the Official Committee of Unsecured Creditors
in AMR's chapter 11 proceedings.  Togut, Segal & Segal LLP is the
co-counsel for conflicts and other matters; Moelis & Company LLC
is the investment banker, and Mesirow Financial Consulting, LLC,
is the financial advisor.

Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by AMR Corp. and its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000).


AMERICAN AIRLINES: Reports $107-Mil. in 2012 Operating Income
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that AMR Corp., which may be near a decision on whether to
merge with US Airways Group Inc., reported a $1.88 billion net
loss in 2012, resulting from $2.21 billion in costs associated
with the Chapter 11 reorganization.  Revenue last year rose 3.7%
to $24.86 billion from a year earlier.  Operating income for the
year was $107 million.  For the fourth quarter, the parent of
American Airlines Inc. reported revenue of $5.94 billion and net
income of $262 million that would have been greater were it not
for $441 million in reorganization costs in the quarter.  Net
income was increase by $569 million in tax benefits.  AMR ended
the year with about $4.7 billion in restricted and unrestricted
cash, essentially unchanged over the year.

                         American Airlines

AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.

AMR, previously the world's largest airline prior to mergers by
other airlines, is the last of the so-called U.S. legacy airlines
to seek court protection from creditors.

American Airlines, American Eagle and the AmericanConnection
carrier serve 260 airports in more than 50 countries and
territories with, on average, more than 3,300 daily flights.  The
combined network fleet numbers more than 900 aircraft.

The Company reported a net loss of $884 million on $18.02 billion
of total operating revenues for the nine months ended Sept. 30,
2011.  AMR recorded a net loss of $471 million in the year 2010, a
net loss of $1.5 billion in 2009, and a net loss of $2.1 billion
in 2008.

AMR's balance sheet at Sept. 30, 2011, showed $24.72 billion
in total assets, $29.55 billion in total liabilities, and a
$4.83 billion stockholders' deficit.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors.  Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law
Group, Chartered, are on board as special counsel.  Rothschild
Inc., is the financial advisor.   Garden City Group Inc. is the
claims and notice agent.

Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and
Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP
serve as counsel to the Official Committee of Unsecured Creditors
in AMR's chapter 11 proceedings.  Togut, Segal & Segal LLP is the
co-counsel for conflicts and other matters; Moelis & Company LLC
is the investment banker, and Mesirow Financial Consulting, LLC,
is the financial advisor.

Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by AMR Corp. and its affiliates.
(http://bankrupt.com/newsstand/or  215/945-7000).


AMERICAN AIRLINES: Judge Okays $1.5 Billion in New Financing
------------------------------------------------------------
Jacqueline Palank at Daily Bankruptcy Review reports that American
Airlines parent AMR Corp. won court approval for $1.5 billion in
new financing after a bondholder group threatened to hold up the
deal.

                      About American Airlines

AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.

AMR, previously the world's largest airline prior to mergers by
other airlines, is the last of the so-called U.S. legacy airlines
to seek court protection from creditors.

American Airlines, American Eagle and the AmericanConnection
carrier serve 260 airports in more than 50 countries and
territories with, on average, more than 3,300 daily flights.  The
combined network fleet numbers more than 900 aircraft.

The Company reported a net loss of $884 million on $18.02 billion
of total operating revenues for the nine months ended Sept. 30,
2011.  AMR recorded a net loss of $471 million in the year 2010, a
net loss of $1.5 billion in 2009, and a net loss of $2.1 billion
in 2008.

AMR's balance sheet at Sept. 30, 2011, showed $24.72 billion
in total assets, $29.55 billion in total liabilities, and a
$4.83 billion stockholders' deficit.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors.  Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law
Group, Chartered, are on board as special counsel.  Rothschild
Inc., is the financial advisor.   Garden City Group Inc. is the
claims and notice agent.

Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and
Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP
serve as counsel to the Official Committee of Unsecured Creditors
in AMR's chapter 11 proceedings.  Togut, Segal & Segal LLP is the
co-counsel for conflicts and other matters; Moelis & Company LLC
is the investment banker, and Mesirow Financial Consulting, LLC,
is the financial advisor.

Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by AMR Corp. and its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000 ).


AMERICAN AIRLINES: Not Obligated for Make-Whole Payment
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that AMR Corp. received permission from the bankruptcy
judge to pay off $1.32 billion in loans secured by aircraft
without paying a so-called make-whole premium required outside of
bankruptcy if the debt were repaid before maturity.

A make-whole, if applicable, is designed to compensate a lender
for loss of an investment bearing interest higher than the current
market, according to the report.

The report relates that U.S. Bankruptcy Judge Sean H. Lane in
Manhattan filed a 43-page opinion Jan. 17 rejecting all arguments
made by U.S. Bank NA, as indenture trustee for the bondholders.
AMR, the parent of American Airlines Inc., will repay the debt
with a new $1.5 billion aircraft financing, saving $200 million
through lower interest rates.  The new financing, to be
implemented before AMR emerges from bankruptcy reorganization,
utilizes what are known as enhanced equipment trust certificates.

The loans being paid off call for interest at rates between 8.6%
and 13 percent. AMR said the new debt will bear interest
comparable to the 4% to 4.75% rates other major airlines recently
negotiated.

According to the report, if the make-whole payment were required,
AMR would be obliged to repay 155% of the $425 million owing on
10.375% first-lien bonds due 2021.  The bonds last traded before
Lane's decision for 109 cents on the dollar, to yield about 8.7%,
according to Trace, the bond-price reporting system of the
Financial Industry Regulatory Authority.

The report relates that U.S. Bank, arguing the make-whole is due,
relied in part on the so-called 1110 election AMR made early in
the bankruptcy.  The term is derived from Section 1110 of the
Bankruptcy Code, which requires an airline to decide within 60
days of bankruptcy whether to retain aircraft.  If the airline
elects to keep aircraft, it must agree to "perform all
obligations" under the loan documents.

According to the report, Judge Lane rejected the idea that the
1110 election obliged AMR to pay the make-whole.  He pointed to
provisions in the indenture saying that the make-whole isn't owing
if the underlying default results from bankruptcy.  Judge Lane
said the 1110 election didn't cure the bankruptcy default, thus
still invoking the indenture provision saying no make-whole is due
following a bankruptcy default.

Judge Lane, according to the report, said the repayment isn't a
voluntary redemption, where the make-whole is due, because AMR is
repaying debt following an automatic acceleration resulting from
bankruptcy where none is owing.  Judge Lane said his decision is
similar to an unreported 2005 ruling in Virginia during the
bankruptcy reorganization of US Airways Group Inc.

Make-whole premiums will be required in the new financings.  AMR
won't know what interest rates it will pay until the new
financings are priced after the bankruptcy court gives formal
approval.

                         American Airlines

AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.

AMR, previously the world's largest airline prior to mergers by
other airlines, is the last of the so-called U.S. legacy airlines
to seek court protection from creditors.

American Airlines, American Eagle and the AmericanConnection
carrier serve 260 airports in more than 50 countries and
territories with, on average, more than 3,300 daily flights.  The
combined network fleet numbers more than 900 aircraft.

AMR's balance sheet at Sept. 30, 2011, showed $24.72 billion
in total assets, $29.55 billion in total liabilities, and a
$4.83 billion stockholders' deficit.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors.  Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law
Group, Chartered, are on board as special counsel.  Rothschild
Inc., is the financial advisor.   Garden City Group Inc. is the
claims and notice agent.

Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and
Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP
serve as counsel to the Official Committee of Unsecured Creditors
in AMR's chapter 11 proceedings.  Togut, Segal & Segal LLP is the
co-counsel for conflicts and other matters; Moelis & Company LLC
is the investment banker, and Mesirow Financial Consulting, LLC,
is the financial advisor.

Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by AMR Corp. and its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000).


AMERICAN AMEX: Directed to File Chapter 11 Plan by Jan. 31
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Oregon ordered
American Amex, Inc., to file its Chapter 11 Plan and Disclosure
Statement, together with a certificate prepared on Local
Bankruptcy Form #1165.5, not later than Jan. 31, 2013.

American Amex, Inc., filed for Chapter 11 protection petition
(Bankr. D. Ore. Case No. 12-30656) on Feb. 1, 2012.  The Law
Offices of D. Blair Clark PLLC has been tapped as counsel.
The Debtor disclosed $30 million in assets and $10.5 million in
liabilities as of the Chapter 11 filing.


AMERIFORGE GROUP: Moody's Affirms 'B2' CFR; Outlook Stable
----------------------------------------------------------
Moody's Investors Service has affirmed the ratings of Ameriforge
Group Inc. (Ameriforge), including the B2 corporate family rating
and B2-PD probability of default ratings as well as the B1 rating
on its first lien credit facility, following the company's
decision to increase the size of its new first lien term loan to
$375 million from $350 million. The LGD point estimate on the
first lien credit facility was changed to LGD 3-37 from LGD 3-36.
The company's second lien term loan rating remained at Caa1.

Organization debt list:

  Corporate Family Rating affirmed at B2

  Probability of Default Rating affirmed at B2-PD

  $82.5 million revolver affirmed at B1 LGD, changed to LGD-37%
  from LGD3-36%

  $375 million (was $350 million) term loan B affirmed at B1 LGD,
  changed to LGD-37% from LGD3-36%

  $150 million second lien term loan rated Caa1, LGD5-85%

The Rating outlook remains Stable

Ratings Rationale

The $25 million upsizing of the term loan was not considered
material enough to result in a different ratings outcome.
Moreover, while it positions the company less strongly within the
current rating category, the company's debt ratings have been
affirmed.

The B2 CFR reflects the cyclical nature of the oil and gas
markets, integration risks associated by the company's historical
growth through acquisition strategy, and its small size relative
to the market and relative to its larger competitors. Sales for
2011 only totaled $339 million although proforma for its 2011
acquisitions, total revenues for 2012 are expected to be above
$600 million. The acquisitions support vertical integration and
improve manufacturing and marketing scale. Nevertheless, the
company competes against much larger players in a very large end
market.

The ratings reflect Moody's expectation for the company's 2013
Debt/EBITDA to be around 4 times with free cash flow generation
between 5% and 8%. EBITDA coverage of interest for 2013 is
estimated to be around 3 times. The rate of deleveraging is
anticipated to initially be hindered by large expansion related
capital expenditures and acquisitions.

The facilities are jointly and severally guaranteed by the parent
and each of the Borrower's existing and future direct or indirect
domestic subsidiaries. The revolver and term loan are secured by a
first priority interest in substantially all the tangible and
intangible assets of the borrower and the guarantors while the
second lien term loan is secured on the same assets on a second
lien basis.

The stable outlook reflects Moody's view that the company's
performance is likely to strengthen within the current rating over
the next 12 months. Ameriforge has grown meaningfully through
acquisitions that were executed in 2011 and are still in the
integration process. Moreover, Moody's anticipates further
acquisitions and expansionary capital expenditures to constrain
the level of cash flow available to reduce debt. The outlook also
reflects the company's good liquidity due to its high revolver
availability and good headroom under its covenants.

What could pressure the ratings

If the company's leverage was to increase to above 5 times on a
projected basis or EBITDA coverage of interest was anticipated to
be sustained below 2 times, the ratings and/or outlook could be
adversely affected. A decrease in year-over-year margins could
also pressure the ratings, particularly if it is accompanied by
revenue contraction. Additionally, a large debt financed
acquisition could also pressure the ratings or the rating outlook.

What Could Cause Positive Ratings Traction

Sustained EBITDA coverage of interest above 3 times along with
free cash flow to debt of over 7.5% and leverage under 3.5 times
would be necessary for positive ratings traction to occur.

The principal methodology used in rating Ameriforge Group, Inc.
was the Global Manufacturing Industry Methodology published in
December 2010. Other methodologies used include Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009.

Ameriforge Group Inc., headquartered in Houston, Texas, is a
manufacturer of mission-critical products for a number of segments
within the oil and gas, general industrial, power generation, and
Aerospace/Transportation segment. Revenues for the LTM period
ended in September 20, 2012 totaled over $600 million when
including the acquisitions executed in 2012. Reported revenues for
2011 totaled $339 million.


AMFIN FINANCIAL: Squires Sanders Discusses Ruling on FDIC Claims
----------------------------------------------------------------
Squire Sanders successfully argued in front of the US Court of
Appeals for the Sixth Circuit, which affirmed an earlier ruling in
favor of AmFin Financial Corporation, a bank holding company,
against the Federal Deposit Insurance Corporation (FDIC).  That
ruling, made by the US District Court for the Northern District of
Ohio after empaneling an advisory jury, had denied certain capital
commitment claims asserted by the FDIC against AmFin under section
365(o) of the Bankruptcy Code.  Squire Sanders lawyers Stephen D.
Lerner, G. Christopher Meyer and Andrew M. Simon discuss the case
and this ruling in "Not Every Promise is a Capital Commitment ?
Litigating Section 365(o) Claims By the FDIC," published by A.S.
Pratt in the January 2013 issue of Pratt's Journal of Bankruptcy
Law.

A copy of the Journal is available at http://is.gd/p9fPjo

                     About AmTrust Financial

AmTrust Financial Corp. was the owner of the AmTrust Bank.
AmTrust was the seventh-largest holder of deposits in South
Florida, with $4.7 billion in deposits and 21 branches.

In November 2008, the Office of Thrift Supervision issued a cease
and desist order requiring AmTrust to improve its capital ratios.

AmTrust Financial, together with affiliates that include AmTrust
Management Inc., filed for Chapter 11 bankruptcy protection
(Bankr. N.D. Ohio Case No. 09-21323) on Nov. 30, 2009.  The debtor
subsidiaries include AmFin Real Estate Investments, Inc., formerly
AmTrust Real Estate Investments, Inc. (Case No. 09-21328).

G. Christopher Meyer, Esq., Christine M. Piepont, Esq., and Sherri
L. Dahl, Esq., at Squire Sanders & Dempsey (US) LLP, in Cleveland,
Ohio; and Stephen D. Lerner, Esq., at Squire Sanders & Dempsey
(US) LLP, in Cincinnati, Ohio, served as counsel to the Debtors.
Kurtzman Carson Consultants served as claims and notice agent.
Attorneys at Hahn Loeser & Parks LLP serve as counsel to the
Official Committee of Unsecured Creditors.  AmTrust Management
estimated $100 million to $500 million in assets and debts in its
Chapter 11 petition.

AmTrust Bank was not part of the Chapter 11 filings.  On Dec. 4,
2009, AmTrust Bank was closed by regulators and the Federal
Deposit Insurance Corporation was named receiver.  New York
Community Bank, in Westbury, New York, assumed all of the deposits
of AmTrust Bank pursuant to a deal with the FDIC.

AmTrust, nka AmFin Financial Corp., obtained confirmation of its
Amended Joint Plan of Reorganization on Nov. 3, 2011.  The plan
was declared effective in December.


AMPAL-AMERICAN ISRAEL: NASDAQ to Delist Class A Stock
-----------------------------------------------------
Ampal-American Israel Corporation disclosed that by letter dated
January 17, 2013 the NASDAQ Listing Qualifications Hearings Panel
has determined to delist the Company's Class A Stock from The
NASDAQ Capital Market.  As a result, trading of the Class A Stock
will be suspended on NASDAQ effective at the open of business on
Tuesday, January 22, 2013. The Company plans to appeal the
determination to the NASDAQ Listing and Hearing Review Council.
Accordingly, the Company's shares will not be delisted until the
conclusion of the appeal process, which is expected to take
several months.  The Company's shares are expected to trade on the
OTCQB Market during the appeal process.  It is also expected that
the Company's trading symbol will change to AMPLQ, effective with
the open of the market on January 22, 2013.

The Company filed a voluntary petition for Chapter 11
reorganization in the U.S. Bankruptcy Court for the Southern
District of New York on August 29, 2012, and a plan of
reorganization has been proposed by the creditor's committee.  In
connection with the proposed plan of reorganization and its
emergence from Chapter 11 bankruptcy, the Company intends to file
a new listing application with NASDAQ for the listing of the Class
A Stock and for a series of preferred stock proposed to be issued
upon the Company's emergence from bankruptcy.

                      About Ampal-American

Ampal-American Israel Corporation -- http://www.ampal.com/--
acquired interests primarily in businesses located in Israel or
that are Israel-related.  Ampal-American filed a Chapter 11
petition (Bankr. S.D.N.Y. Case No. 12-13689) on Aug. 29, 2012, to
restructure the Company's Series A, Series B and Series C
debentures.  Bankruptcy Judge Stuart M. Bernstein presides over
the case.  Ampal-American sought bankruptcy protection in the U.S.
because bankruptcy laws in Israel would lead to the Company's
liquidation.

Michelle McMahon, Esq., at Bryan Cave LLP, serves as the Debtor's
counsel.  Houlihan Lokey serves as investment banker.

The petition was signed by Irit Eluz, chief financial officer,
senior vice president.  The Company scheduled US$290,664,095 in
total assets and US$349,413,858 in total liabilities.

A three-member official committee of unsecured creditors is
represented by Brown Rudnick as counsel.  The Committee has
proposed a Chapter 11 Plan for the Debtor pursuant to a settlement
with the Debtor.


ARCHDIOCESE OF MILWAUKEE: Catholic Cemeteries Might Lose Funding
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a bankruptcy judge ruled the federal Religious
Freedom Restoration Act of 1993 doesn't protect the Archdiocese of
Milwaukee from claims by creditors that $55 million was
fraudulently transferred to a trust for the maintenance of
cemeteries.

The report recounts that the perpetual care trust for Catholic
cemeteries sued the creditors' committee in June 2011, seeking a
declaration that money for upkeep of burial grounds isn't property
of the Archdiocese and can't be used to pay sexual-abuse claims.

According to the report, U.S. Bankruptcy Judge Susan V. Kelley in
Milwaukee rejected the archdiocese's reliance on RFRA in a 12-page
opinion handed down Jan. 17.  Judge Kelley was careful to say that
the inapplicability of RFRA "does not necessarily mean the
cemetery trust assets will be available to pay the debtor's
creditors."  She notes that other parts of the complaint "remain
to be decided."  RFRA bars "government" from "substantially
burdening religious exercise" unless "narrowly tailored to serve a
compelling governmental interest," Judge Kelley said in
summarizing the statute.

Judge Kelley, the report discloses, reached the same result on
several grounds.  She said RFRA only bars government action and is
no impediment to a fraudulent-transfer lawsuit on behalf of
creditors.  She also said RFRA "cannot be used to invalidate a
state law," given that the challenge to the transfer is based on
Wisconsin law.

The cemetery trust was created in 2007. The archdiocese
transferred $55 million to the trust in March 2008, the judge said
in her opinion.

The report notes that Judge Kelley hasn't always ruled against the
archdiocese.  In December, she handed down an opinion saying that
assets of the parishes can't be thrown into the pot for payment of
sexual abuse claims.

When the archdiocese's bankruptcy began, its website said the
$62.6 million in the trust was a "commitment" to a perpetual-care
trust for cemeteries. In total, more than $90 million in funds did
"not belong to the archdiocese, are restricted for specific use as
designated by donors, or are offset by corresponding liability,"
according to the site.

                  About Archdiocese of Milwaukee

The Diocese of Milwaukee was established on Nov. 28, 1843, and
was elevated to an Archdiocese on Feb. 12, 1875, by Pope Pius
IX.  The region served by the Archdiocese consists of 4,758 square
miles in southeast Wisconsin which includes counties Dodge, Fond
du Lac, Kenosha, Milwaukee, Ozaukee, Racine, Sheboygan, Walworth,
Washington and Waukesha.  There are 657,519 registered Catholics
in the Region.

The Catholic Archdiocese of Milwaukee, in Wisconsin, filed for
Chapter 11 bankruptcy protection (Bankr. E.D. Wisc. Case No.
11-20059) on Jan. 4, 2011, to address claims over sexual abuse
by priests on minors.

The Archdiocese became at least the eighth Roman Catholic diocese
in the U.S. to file for bankruptcy to settle claims from current
and former parishioners who say they were sexually molested by
priests.

Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in
Milwaukee, Wisconsin, serves as the Archdiocese's counsel.  The
Official Committee of Unsecured Creditors in the bankruptcy case
has retained Pachulski Stang Ziehl & Jones LLP as its counsel, and
Howard, Solochek & Weber, S.C., as its local counsel.

The Archdiocese estimated assets and debts of $10 million to
$50 million in its Chapter 11 petition.

(Catholic Church Bankruptcy News; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


ASSURED GUARANTY: Moody's Cuts Multiple Seniority Shelf to (P)Ba1
-----------------------------------------------------------------
Moody's Investors Service has downgraded the Insurance Financial
Strength (IFS) rating of Assured Guaranty Municipal Corp. (AGM) to
A2 from Aa3, the IFS rating of Assured Guaranty Corp. (AGC) to A3,
from Aa3, and the IFS rating of Assured Guaranty Re Ltd. (AGRe) to
Baa1 from A1. In the same rating action, Moody's also downgraded
the senior unsecured debt ratings of both Assured Guaranty US
Holdings Inc. and Assured Guaranty Municipal Holdings Inc., to
Baa2, from A3. The outlook for the ratings is stable. A full list
of rating actions on Assured Guaranty Ltd. (Assured) and its
subsidiaries is provided below. The rating action also has
implications for the various transactions wrapped by AGM and AGC
as discussed later in this press release.

SUMMARY RATIONALE

"The rating action reflects Moody's downward reassessment of
Assured's business franchise, expected future profitability, and
financial flexibility," said Moody's. "Assured operates in an
industry that has not recovered from the financial crisis and,
like its peers, will continue to struggle in the face of declining
fundamentals, including a dramatic reduction in insurance usage,
modest profitability and still-meaningful legacy risk."

While the characteristics of Assured's insured portfolio's credit
quality and its capital adequacy generally remain strong (based on
the data from September 30, 2012), Assured's positioning on key
dimensions of financial strength, namely franchise strength,
profitability, and financial flexibility have weakened over time
largely as a result of enduring changes in the financial guarantor
industry and the broader economic environment as discussed in
greater detail in previous Moody's publications.

The combination of these characteristics, along with some residual
uncertainty with respect to the potential for outsized losses
relative to capital in the existing insured portfolio as well as
more general unknowns with respect to future insured portfolio
production and capital retention, lead to the overall A2 IFS
rating assessment of the lead operating company.

RATING RATIONALE -- ASSURED GUARANTY MUNICIPAL CORP.

Moody's has positioned the IFS rating of Assured Guaranty
Municipal Corp. (AGM, formerly Financial Security Assurance Inc.)
at A2. As the principal active operating insurer within the
Assured group, AGM is a key focus for Moody's analysis of the
consolidated group and an important reference point for Moody's
ratings of AGC and AGRe, entities whose underwriting profile has
been sharply reduced in recent years. Moody's approach to rating
the company is outlined in "Moody's Rating Methodology for the
Financial Guaranty Insurance Industry", published in September
2006 and as further described in previous reports on the sector,
including "Financial Guaranty Insurance: Frequently Asked
Questions" (September 2012) and "The Changing Business of
Financial Guaranty Insurance" (November 2008). Moody's methodology
centers on an assessment of five key factors (outlined below),
focusing on financial and operational metrics that are considered
together with qualitative assessments and analyst judgment.

Factor 1: Franchise Value and Strategy -- Moody's assessment of
this factor balances AGM's position as the sole active financial
guarantor to survive the 2007-2009 US financial crisis intact
against the dramatic decline of the industry. Structured finance
business, which accounted for a meaningful portion of AGM's pre-
crisis activity, has virtually disappeared. The target market for
insuring US public finance issuance (now primarily mid-to-low
investment grade municipal bonds) has also declined, and is now
less than one-third its size in 2006. While AGM benefits from its
position as the most active player in a smaller industry, its
overall business activity, as measured by the present value of
gross premiums written, remains well below pre-crisis levels. The
secular narrowing of its business opportunities, and related
pressure on value creation result in Moody's low investment-grade
(Baa) assessment of this rating factor.

Factor 2: Insurance Portfolio Characteristics -- AGM's insured
portfolio is somewhat bifurcated from a risk perspective, with a
historically low-loss core municipal book as well as exposure to
certain sectors and credits experiencing material credit stress.
Based on Assured's internal ratings, the portion of AGM's 3Q2012
insured net par outstanding considered below investment grade was
roughly 3.3%. Under Moody's scenario analyses, AGM's credit risk
ratio (expected loss) and tail risk ratio (stress case loss) were
also consistent with a high investment-grade score for this
factor. In developing these estimates, certain adjustments were
made to input parameters for Moody's Portfolio Risk Model to
account for the 2010 recalibration of Moody's US public finance
ratings to the global scale. However, the portfolio does have
material exposure to legacy mortgage-related risks, which are
highly sensitive to weakness in the macroeconomic environment, and
large risks among individual municipal credits. Moody's therefore
consider the company's portfolio characteristics score to be in
the A rating range.

Factor 3: Capital Adequacy --Moody's assessment of AGM's point-in-
time capital adequacy is very strong, reflecting the relative
emphasis on municipal risks as well as loss-mitigation activities
related to RMBS. Based on Moody's base case estimated loss
distribution, AGM holds claims-paying resources sufficient to
cover losses at a confidence level corresponding to a high Aa
score. In this analysis, insured RMBS and certain other stressed
exposures are excluded from Moody's Portfolio Risk Model, in order
to allow for a separate detailed loss assessment of those
transactions. Potential losses estimated for these stressed
exposures are then combined with the modeled losses on remaining
exposures to derive an aggregate loss distribution for the overall
portfolio. However, estimates of capitalization can vary
considerably based on underlying assumptions about default
probability, loss-given default, and correlation. This kind of
variability leads us to assess capitalization somewhat more
conservatively than modeling might suggest, but still in the Aa
range for this factor.

Factor 4: Profitability -- AGM sustained large losses during the
financial crisis as a result of claims related to mortgage
securitizations. However, profitability has rebounded in recent
periods. For the three years ended December 31, 2011, AGM recorded
an average statutory return on equity of 15.7%, aided by
representation and warranties recoveries from mortgage originators
and sponsors of RMBS. Profitability has also been enhanced by
large opportunistic purchases of AGM-insured RMBS securities at
deep discounts, which are financially beneficial but suggest a
lack of investor confidence. Evaluated over longer time horizons,
however, profitability has weakened notably, with 5-year and 10-
year average statutory returns on equity at 0.5% and 6.8%,
respectively, which lags those of its specialty insurance and
reinsurance peers and, given the low levels of new business
production, we believe AGM's profitability will remain under
pressure. Consequently, Moody's views AGM's profitability to be
consistent with a score in the single-A range.

Factor 5: Financial Flexibility -- AGM's financial leverage is
characterized by a relatively modest debt load, and operating
earnings coverage has been relatively strong over the past three
years. As with profitability, however, earnings coverage is weaker
when a longer time frame (e.g. five years) is considered. More
importantly, in Moody's view, various market indicators (such as
the firm's low stock price relative to operating book value per
share, and its elevated CDS spreads) suggest that the firm's
financial flexibility in accessing new funds on a cost-effective
basis could be quite constrained. For these reasons, Moody's
scores AGM's financial flexibility in the Baa range.

WHAT COULD CHANGE THE RATING UP OR DOWN

The main rating sensitivities for AGM relate to the composition
and performance of its insured portfolio as well as its
capitalization and market support. The rating could be lowered if
the quality of its insured portfolio meaningfully decreased or
capital was withdrawn without an associated reduction of risk, or
if profitability reduced materially. The rating could be upgraded
if there were a significant rebound in business origination at
attractive pricing levels and financial flexibility improved.
However, fundamental challenges inherent in the business model
make a return to the Aa rating level unlikely.

The A2 IFS ratings of Assured Guaranty (Bermuda) Ltd. and Assured
Guaranty (Europe) Ltd. reflect a combination of formal and
implicit support from AGM. The Baa2(hyb) ratings of Sutton Capital
Trusts I-IV reflect the subordinated nature of the perpetual
preferred stock of AGM that can be delivered to the trusts; AGM
has an option to sell such securities to the Trusts at its sole
discretion at any time.

RATING RATIONALE -- ASSURED GUARANTY CORP.

The A3 IFS ratings of Assured Guaranty Corp. (AGC) and its
supported affiliate, Assured Guaranty (UK) Ltd., are positioned
one notch below the A2 IFS rating of AGM reflecting its more
limited stand alone franchise, as well as its weaker capital
profile, insurance portfolio characteristics and profitability
metrics. The Baa3(hyb) ratings of Woodbourne Capital Trusts I-IV
reflect the subordinated nature of the perpetual preferred stock
of AGC that can be delivered to the trusts; AGC has an option to
sell such securities to the Trusts at its sole discretion at any
time. Rating sensitivities for AGC are similar to those described
above for AGM.

RATING RATIONALE -- ASSURED GUARANTY RE

The Baa1 IFS rating of Assured Guaranty Re Ltd. and its supported
subsidiaries, Assured Guaranty Re Overseas Ltd. and Assured
Guaranty Mortgage Insurance Company, is one notch below the A3 IFS
rating of AGC and two notches below the A2 IFS rating of AGM and
reflects its limited independent franchise, its weaker relative
capital profile, the more flexible Bermudian regulatory
environment relative to the U.S., and its role as internal group
reinsurer, optimizing the risk profile of its affiliated primary
insurance writers. Rating sensitivities for AGRe are similar to
those described above for AGM and AGC.

RATING RATIONALE -- SENIOR DEBT AND ISSUER RATINGS

The Baa2 senior unsecured debt rating of Assured Guaranty
Municipal Holdings Inc. (AGM Holdings) is positioned at three
notches below the IFS rating of its core operating subsidiaries to
reflect the structural subordination of the parent companies
relative to the operating companies. The three notch difference
between AGM and AGM Holdings reflects the typical notching
practice for U.S. insurance holding company structures.

The Baa2 senior unsecured debt rating of Assured Guaranty US
Holdings Inc. (AG US Holdings) is aligned with that of AGM
Holdings, reflecting its access to the financial resources of AGC,
as well as subordinated access to those of AGM Holdings. The debt
of AG US Holdings also benefits from a guarantee from Assured
Guaranty Ltd.

The Baa2 issuer rating of Assured Guaranty Ltd. reflects its
status as the ultimate parent company of the group with direct
access to dividends from Assured Guaranty Re, which has
substantial dividend capacity, as well as subordinated access to
the resources of both AGM and AGC through intermediate holding
companies. The provisional ratings of Assured Guaranty Capital
Trusts I and II are aligned with the provisional subordinated debt
ratings of their sponsor, Assured Guaranty Ltd.

The primary rating sensitivity of AGM Holdings, AG US Holdings and
Assured Guaranty Ltd. is to the financial strength of the
underlying operating companies and thus their ratings are likely
to be positively/negatively impacted by upgrades/downgrades at
AGM, AGC and AGRe.

RATINGS LIST

Issuer: Assured Guaranty (Bermuda) Ltd.

  Downgrades:

    Insurance Financial Strength, Downgraded to A2 from Aa3

  Outlook Actions:

    Outlook, Changed To Stable From Rating Under Review

Issuer: Assured Guaranty (Europe) Ltd.

  Downgrades:

    Insurance Financial Strength, Downgraded to A2 from Aa3

    Outlook, Changed To Stable From Rating Under Review

Issuer: Assured Guaranty (UK) Ltd

  Downgrades:

    Insurance Financial Strength, Downgraded to A3 from Aa3

    Outlook, Changed To Stable From Rating Under Review

Issuer: Assured Guaranty Capital Trust I

  Downgrades:

    Pref. Stock Shelf, Downgraded to (P)Baa3 from (P)Baa1

  Outlook Actions:

    Outlook, Changed To Stable

Issuer: Assured Guaranty Capital Trust II

  Downgrades:

    Pref. Stock Shelf, Downgraded to (P)Baa3 from (P)Baa1

  Outlook Actions:

    Outlook, Changed To Stable

Issuer: Assured Guaranty Corp

  Downgrades:

    Insurance Financial Strength, Downgraded to A3 from Aa3

    Outlook, Changed To Stable From Rating Under Review

Issuer: Assured Guaranty Ltd.

  Downgrades:

      Issuer Rating, Downgraded to Baa2 from A3

    Multiple Seniority Shelf, Downgraded to (P)Baa2 from (P)A3

    Multiple Seniority Shelf, Downgraded to (P)Ba1 from (P)Baa2

    Multiple Seniority Shelf, Downgraded to (P)Baa3 from (P)Baa1

  Outlook Actions:

    Outlook, Changed To Stable From Rating Under Review

Issuer: Assured Guaranty Mortgage Insurance Company

  Downgrades:

    Insurance Financial Strength, Downgraded to Baa1 from A1

    Outlook, Changed To Stable From Rating Under Review

Issuer: Assured Guaranty Municipal Corp.

  Downgrades:

    Insurance Financial Strength, Downgraded to A2 from Aa3

    Outlook, Changed To Stable From Rating Under Review

Issuer: Assured Guaranty Municipal Holdings Inc.

  Downgrades:

    Junior Subordinated Regular Bond/Debenture, Downgraded to
    Baa3 (hyb) from Baa1 (hyb)

    Multiple Seniority Shelf, Downgraded to (P)Baa2 from (P)A3

    Multiple Seniority Shelf, Downgraded to (P)Baa2 from (P)A3

    Multiple Seniority Shelf, Downgraded to (P)Ba1 from (P)Baa2

    Multiple Seniority Shelf, Downgraded to (P)Ba1 from (P)Baa2

    Multiple Seniority Shelf, Downgraded to (P)Baa3 from (P)Baa1

    Multiple Seniority Shelf, Downgraded to (P)Baa3 from (P)Baa1

    Senior Unsecured Regular Bond/Debenture, Downgraded to Baa2
    from A3

    Senior Unsecured Regular Bond/Debenture, Downgraded to Baa2
    from A3

    Senior Unsecured Regular Bond/Debenture, Downgraded to Baa2
    from A3

  Outlook Actions:

    Outlook, Changed To Stable From Rating Under Review

Issuer: Assured Guaranty Re Ltd.

  Downgrades:

    Insurance Financial Strength, Downgraded to Baa1 from A1

    Outlook, Changed To Stable From Rating Under Review

Issuer: Assured Guaranty Re Overseas Ltd.

  Downgrades:

    Insurance Financial Strength, Downgraded to Baa1 from A1

    Outlook, Changed To Stable From Rating Under Review

Issuer: Assured Guaranty US Holdings, Inc.

  Downgrades:

    Junior Subordinated Regular Bond/Debenture, Downgraded to
    Baa3 (hyb) from Baa1 (hyb)

    Senior Unsecured Regular Bond/Debenture, Downgraded to Baa2
    from A3

    Senior Unsecured Regular Bond/Debenture, Downgraded to Baa2
    from A3

  Outlook Actions:

    Outlook, Changed To Stable From Rating Under Review

Issuer: Sutton Capital Trust I

  Downgrades:

    Pref. Stock Non-cumulative Preferred Stock, Downgraded to
    Baa2 (hyb) from A3 (hyb)

  Outlook Actions:

    Outlook, Changed To Stable From Rating Under Review

Issuer: Sutton Capital Trust II

  Downgrades:

    Pref. Stock Non-cumulative Preferred Stock, Downgraded to Baa2
(hyb) from A3 (hyb)

  Outlook Actions:

    Outlook, Changed To Stable From Rating Under Review

Issuer: Sutton Capital Trust III

  Downgrades:

    Pref. Stock Non-cumulative Preferred Stock, Downgraded to Baa2
(hyb) from A3 (hyb)

  Outlook Actions:

    Outlook, Changed To Stable From Rating Under Review

Issuer: Sutton Capital Trust IV

  Downgrades:

    Pref. Stock Non-cumulative Preferred Stock, Downgraded to Baa2
(hyb) from A3 (hyb)

  Outlook Actions:

    Outlook, Changed To Stable From Rating Under Review

Issuer: Woodbourne Capital Trust I

  Downgrades:

    Pref. Stock Non-cumulative Preferred Stock, Downgraded to Baa3
(hyb) from A3 (hyb)

  Outlook Actions:

    Outlook, Changed To Stable From Rating Under Review

Issuer: Woodbourne Capital Trust II

  Downgrades:

    Pref. Stock Non-cumulative Preferred Stock, Downgraded to Baa3
(hyb) from A3 (hyb)

  Outlook Actions:

    Outlook, Changed To Stable From Rating Under Review

Issuer: Woodbourne Capital Trust III

  Downgrades:

    Pref. Stock Non-cumulative Preferred Stock, Downgraded to Baa3
(hyb) from A3 (hyb)

  Outlook Actions:

    Outlook, Changed To Stable From Rating Under Review

Issuer: Woodbourne Capital Trust IV

  Downgrades:

    Pref. Stock Non-cumulative Preferred Stock, Downgraded to Baa3
(hyb) from A3 (hyb)

  Outlook Actions:

    Outlook, Changed To Stable From Rating Under Review

TREATMENT OF WRAPPED TRANSACTIONS

Moody's ratings on securities that are guaranteed or "wrapped" by
a financial guarantor are generally maintained at a level equal to
the higher of the following: a) the rating of the guarantor (if
rated at the investment grade level); or b) the published
underlying rating (and for structured securities, the published or
unpublished underlying rating). Moody's approach to rating wrapped
transactions is outlined in Moody's special comment "Assignment of
Wrapped Ratings When Financial Guarantor Falls Below Investment
Grade" (May, 2008); and Moody's November 10, 2008 announcement
"Moody's Modifies Approach to Rating Structured Finance Securities
Wrapped by Financial Guarantors".

As a result of the rating action, the Moody's-rated securities
that are guaranteed or "wrapped" by AGC or AGM are also
downgraded, except those with equal or higher published underlying
ratings (and for structured finance securities, except those with
equal or higher published or unpublished underlying ratings).

The principal methodology used in these ratings was Moody's Rating
Methodology for the Financial Guaranty Insurance Industry
published in September 2006.


BAKERS FOOTWEAR: Bankruptcy Judge Agrees to Chapter 7 Conversion
----------------------------------------------------------------
Patrick Fitzgerald and Rachel Feintzeig, writing for Dow Jones'
Daily Bankruptcy Review, reports Judge Charles E. Rendlen III of
the U.S. Bankruptcy Court in St. Louis, Missouri, indicated at a
hearing Wednesday he would approve Bakers Footwear Group Inc.'s
request to convert its case to Chapter 7.

As reported by the Troubled Company Reporter on Jan. 16, 2013,
Bill Rochelle, the bankruptcy columnist for Bloomberg News, said
the company admitted in a court filing Jan. 14 the reorganization
effort is "administratively insolvent," meaning there aren't
enough unencumbered assets to pay professional expenses and other
costs incurred since the bankruptcy began in October.

The Bloomberg report adds that the bankruptcy judge signed an
order Jan. 15 allowing Bakers to conduct going-out-of-business
sales at around 56 remaining stores.  Bakers conducted sales in
the other 150 stores in November.  The judge authorized Bakers to
hire Great American Group LLC as consultant to run sales at the
remaining stores.  The sales are to be completed by the end of
February.  Great American will receive a fee of 1.45% of gross
sales along with $560 a day for each supervisor.  Bakers will pay
all operating expenses during the sales.

                    About Bakers Footwear

Bakers Footwear Group Inc., a mall-based retailer of shoes for
young women, filed for bankruptcy protection (Bankr. E.D. Mo. Case
No. 12-49658) in St. Louis on Oct. 3, 2012, after announcing a
plan to close stores and reduce costs.

Bakers was founded in St. Louis in 1926 as Weiss-Kraemer, Inc.,
later renamed Weiss and Neuman Shoe Co., a regional chain of
footwear stores.  In 1997, Bakers was acquired principally by its
current chief executive officer, Peter Edison, who had previously
served in various senior management positions at Edison Brothers
Stores Inc.  In June 1999, Bakers purchased selected assets of the
"Bakers" and "Wild Pair" footwear retailing chains from the
bankruptcy estate of Edison Brothers.  The "Bakers" footwear
retailing chain was founded in 1924 and is the third-oldest soft
goods retail concept still in operation in the United States.

In February 2001, the Debtor changed its name to Bakers Footwear
Group, Inc.  In February 2004, Bakers conducted an initial public
offering of its common stock.  Bakers' common stock is quoted
under the ticker symbol "BKRS" on the, the OTC Markets Group's
quotation platform.

As of the Petition Date, Bakers operates roughly 215 stores
nationwide.

In November 2012, the U.S. Bankruptcy Court in St. Louis
authorized the company to hire a joint venture between SB Capital
Group LLC and Tiger Capital Group LLC as agents to conduct closing
sales for 150 stores.

Bankruptcy Judge Charles E. Rendlen III presides over the case.
Brian C. Walsh, Esq., David M. Unseth, Esq., and Laura Uberti
Hughes, Esq., at Bryan Cave LLP, serve as the Debtor's counsel.
Alliance Management serves as financial and restructuring
advisors.  Donlin, Recano & Company, Inc., serves as claims agent.
The petition was signed by Peter A. Edison, chief executive
officer and president.

The Company's balance sheet at April 28, 2012, showed $41.90
million in total assets, $59.49 million in total liabilities and a
$17.59 million total shareholders' deficit.

Counsel for Crystal Financial, the DIP Lender, are Donald E.
Rothman, Esq., at Riemer & Braunstein LLP; and Lisa Epps Dade,
Esq., at Spencer, Fane, Britt & Brown, LLP.

Bradford Sandler, Esq., at Pachulski Stang Ziehl & Jones LLP,
represents the Official Committee of Unsecured Creditors.


BAKERS FOOTWEAR: Polsinelli Is Committee Co-Counsel
---------------------------------------------------
The Official Committee of Unsecured Creditors of Bakers Footwear
Group Inc. sought and obtained approval from the U.S. Bankruptcy
Court to retain Polsinelli Shughart PC as co-counsel in the case.

Sherry Dreisewerd, Esq., attests the firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

The firm's rates are:

   Professional                               Rates
   ------------                               -----
   James E. Bird (shareholder)               $440/hr
   Sherry K. Dreisewerd (shareholder)        $270/hr
   Matthew S. Layfield  (associate)          $270/hr
   Rebecca M. O'Brien (paralegal)            $125/hr

                      About Bakers Footwear

Bakers Footwear Group Inc., a mall-based retailer of shoes for
young women, filed for bankruptcy protection (Bankr. E.D. Mo. Case
No. 12-49658) in St. Louis on Oct. 3, 2012, after announcing a
plan to close stores and reduce costs.

Bakers was founded in St. Louis in 1926 as Weiss-Kraemer, Inc.,
later renamed Weiss and Neuman Shoe Co., a regional chain of
footwear stores.  In 1997, Bakers was acquired principally by its
current chief executive officer, Peter Edison, who had previously
served in various senior management positions at Edison Brothers
Stores Inc.  In June 1999, Bakers purchased selected assets of the
"Bakers" and "Wild Pair" footwear retailing chains from the
bankruptcy estate of Edison Brothers.  The "Bakers" footwear
retailing chain was founded in 1924 and is the third-oldest soft
goods retail concept still in operation in the United States.

In February 2001, the Debtor changed its name to Bakers Footwear
Group, Inc.  In February 2004, Bakers conducted an initial public
offering of its common stock.  Bakers' common stock is quoted
under the ticker symbol "BKRS" on the, the OTC Markets Group's
quotation platform.

As of the Petition Date, Bakers operates roughly 215 stores
nationwide.

In November 2012, the U.S. Bankruptcy Court in St. Louis
authorized the company to hire a joint venture between SB Capital
Group LLC and Tiger Capital Group LLC as agents to conduct closing
sales for 150 stores.

Bankruptcy Judge Charles E. Rendlen III presides over the case.
Brian C. Walsh, Esq., David M. Unseth, Esq., and Laura Uberti
Hughes, Esq., at Bryan Cave LLP, serve as the Debtor's counsel.
Alliance Management serves as financial and restructuring
advisors.  Donlin, Recano & Company, Inc., serves as claims agent.
The petition was signed by Peter A. Edison, chief executive
officer and president.

The Company's balance sheet at April 28, 2012, showed $41.90
million in total assets, $59.49 million in total liabilities and a
$17.59 million total shareholders' deficit.

Counsel for Crystal Financial, the DIP Lender, are Donald E.
Rothman, Esq., at Riemer & Braunstein LLP; and Lisa Epps Dade,
Esq., at Spencer, Fane, Britt & Brown, LLP.

Bradford Sandler, Esq., at Pachulski Stang Ziehl & Jones LLP,
represents the Official Committee of Unsecured Creditors.


BAKERS FOOTWEAR: BDO Consulting Is Committee's Advisor
------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Missouri
authorized the Official Committee of Unsecured Creditors of Bakers
Footwear Group Inc. to employ BDO Consulting as its financial
advisors.

The firm, will among other things, provide these services:

     a. analyze the financial operations of the Debtor prepetition
        and postpetition, as necessary;

     b. conduct any requested financial analysis including
        verifying the material assets and liabilities of the
        Debtor, as necessary, and their values; and

     c. assist the committee in its review of monthly statements
        of operations submitted by the Debtor.

David E. Berliner attested that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

                    About Bakers Footwear

Bakers Footwear Group Inc., a mall-based retailer of shoes for
young women, filed for bankruptcy protection (Bankr. E.D. Mo. Case
No. 12-49658) in St. Louis on Oct. 3, 2012, after announcing a
plan to close stores and reduce costs.

Bakers was founded in St. Louis in 1926 as Weiss-Kraemer, Inc.,
later renamed Weiss and Neuman Shoe Co., a regional chain of
footwear stores.  In 1997, Bakers was acquired principally by its
current chief executive officer, Peter Edison, who had previously
served in various senior management positions at Edison Brothers
Stores Inc.  In June 1999, Bakers purchased selected assets of the
"Bakers" and "Wild Pair" footwear retailing chains from the
bankruptcy estate of Edison Brothers.  The "Bakers" footwear
retailing chain was founded in 1924 and is the third-oldest soft
goods retail concept still in operation in the United States.

In February 2001, the Debtor changed its name to Bakers Footwear
Group, Inc.  In February 2004, Bakers conducted an initial public
offering of its common stock.  Bakers' common stock is quoted
under the ticker symbol "BKRS" on the, the OTC Markets Group's
quotation platform.

As of the Petition Date, Bakers operates roughly 215 stores
nationwide.

In November 2012, the U.S. Bankruptcy Court in St. Louis
authorized the company to hire a joint venture between SB Capital
Group LLC and Tiger Capital Group LLC as agents to conduct closing
sales for 150 stores.

Bankruptcy Judge Charles E. Rendlen III presides over the case.
Brian C. Walsh, Esq., David M. Unseth, Esq., and Laura Uberti
Hughes, Esq., at Bryan Cave LLP, serve as the Debtor's counsel.
Alliance Management serves as financial and restructuring
advisors.  Donlin, Recano & Company, Inc., serves as claims agent.
The petition was signed by Peter A. Edison, chief executive
officer and president.

The Company's balance sheet at April 28, 2012, showed $41.90
million in total assets, $59.49 million in total liabilities and a
$17.59 million total shareholders' deficit.

Counsel for Crystal Financial, the DIP Lender, are Donald E.
Rothman, Esq., at Riemer & Braunstein LLP; and Lisa Epps Dade,
Esq., at Spencer, Fane, Britt & Brown, LLP.

Bradford Sandler, Esq., at Pachulski Stang Ziehl & Jones LLP,
represents the Official Committee of Unsecured Creditors.


BLUEJAY PROPERTIES: Can Access Cash Collateral Until Jan. 31
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Kansas authorized
Bluejay Properties, LLC, to use the rents constituting cash
collateral during the period commencing on the Petition Date
through Jan. 31, 2013.

Bankers' Bank of Kansas ("BBOK") and University National Bank
("UNB")'s objections to the Debtor's use of cash collateral were
overruled by the Court.  Kaw Valley Bank ("KVB"), which asserts
that its claim is superior to the claims of BBOK and UNB,
consented to the use of cash collateral.

The Debtor and KVP dispute the validity of BBOK's first priority
pre-petition lien and the validity of UNB's second lien position.

The Court finds that creditors BBOK and UNB presently are not
entitled to adequate protection under 11 U.S.C. Sec. 553(b) and 11
U.S.C. Sec. 361 beyond or in addition to the replacement liens,
except as may be required under 11 U.S.C. Sec. 362(d)(3).  Under
362(d)(3), the Debtor, as a single asset real estate debtor, must
submit not later than 90 days from the entry of the order for
relief, a Plan of Reorganization that has a reasonable possibility
of being confirmed within a reasonable time, or the Debtor will
commence monthly payments in an amount equal to the non-default
contract rate of interest on the value of BBOK's interest in the
real estate, a monthly payment payable to BBOK as a form of
adequate protection.

BBOK and UNB will have and are granted additional and replacement
security interests and liens, in the same priorities as were
present prepetition, in and upon all past and future postpetition
cash collateral assets of the Debtor.  This additional and
replacement lien will only exist to the extent that the Court
determines that the claimed liens of BBOK and UNB are valid, prior
and enforceable liens as to the Debtor's property.

BBOK and UNB, either or both as the case may be, will have an
allowed superpriority administrative expense claim as provided and
to the full extent allowed by Sections 503(a), 507(a) and 507(b)
of the Bankruptcy Code.

                      About Bluejay Properties

Based in Junction City, Kansas, Bluejay Properties, LLC, doing
business as Quinton Point, filed a bare-bones Chapter 11 petition
(Bankr. D. Kan. Case No. 12-22680) in Kansas City on Sept. 28,
2012.  Bankruptcy Judge Robert D. Berger presides over the case.
Todd A. Luckman, Esq., at Stumbo Hanson, LLP in Topeka.

The Debtor owns the Quinton Point Apartment Complex in Kansas City
valued at $17 million.  The Debtor scheduled liabilities of
$13,112,325.  The petition was signed by Michael L. Thomas of TICC
Prop., managing member.

Bankers' Bank of Kansas, owed approximately $13.08 million, is
represented by Arthur S. Chalmers of Hite, Fanning & Honeyman,
LLP.  The University National Bank, owed approximately
$1.2 million, is represented by Edward J. Nazar of Redmond &
Nazar, L.L.P., and Todd Thompson of Thompson Ramsdell & Qualseth,
P.A.


BOMBARDIER RECREATIONAL: Moody's Affirms 'B1'; Rates Loan 'B1'
--------------------------------------------------------------
Moody's Investors Service affirmed Bombardier Recreational
Products Inc.'s ("BRP") B1 corporate family rating (CFR), B1-PD
probability of default rating, Ba1 senior secured revolving credit
facility rating, and assigned a B1 rating to BRP's proposed senior
secured term loan. Net proceeds from the new $1.05 billion term
loan will be used to refinance $655 million of existing term loans
and pay dividends of $375 million to its private owners. The B1
ratings on existing term loans were affirmed and will be withdrawn
when the refinancing transaction closes. The rating outlook
remains stable.

BRP's B1 CFR was affirmed as it already incorporated the potential
that a debt-financed dividend recapitalization would occur given
the company's improved results since the 2008/2009 downturn. As
well, pro-forma credit metrics remain supportive of the rating
(adjusted Debt/EBITDA of 4.3x and EBITA/Interest of 2.3x).

Ratings Assigned:

$1.05 billion secured term loan due 2019, B1 (LGD4, 52%)

Ratings Affirmed:

Corporate Family Rating, B1

Probability of Default Rating, B1-PD

$350 million secured revolving credit facility due 2016, Ba1
(LGD1, 7%)

$530 million secured term loan due 2016, B1 (LGD4, 52%)

$125 million secured term loan due 2016, B1 (LGD4, 52%)

Outlook:

Remains Stable

RATINGS RATIONALE

BRP's B1 CFR primarily reflects event risk related to its majority
ownership by financial sponsors as well as the cyclical demand for
its high-priced, discretionary products. The rating also reflects
Moody's modest volume growth expectations for BRP's established
products into the medium term due to ongoing economic challenges,
elevated consumer debt and high unemployment levels. However, the
rating considers BRP's well-recognized global brands and leading
market positions, efficient management of dealer inventory levels,
good liquidity, and demonstrated ability to successfully launch
new products. Moody's expects stable demand for existing products
and growth from new product introductions to drive improved
profitability and free cash flow which will enable the company's
adjusted Debt/ EBITDA to fall towards 3.5x within the next 12 to
18 months.

The rating is stable because Moody's expects further improvement
in BRP's credit metrics in the next 12 to 18 months, while the
potential for additional re-leveraging dividends to its private
equity owners remains.

The rating would be upgraded if BRP's adjusted Debt/EBITDA was
sustained below 3x, EBITA/Interest was sustained above 3.5x and
Moody's was to gain confidence that BRP would not be highly
levered through shareholder actions. This would be associated with
a material decline in the ownership of BRP by its financial
sponsors. The ratings could be downgraded should increased debt
levels, cash distributions to private owners or earnings
shortfalls result in adjusted Debt/ EBITDA being sustained above
4x and EBITA/ Interest below 2x.

The principal methodology used in rating Bombardier Industry
Methodology Global Consumer Durables Industry Methodology
published in October 2010. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.

Bombardier Recreational Products Inc. is a leading global
manufacturer of motorized recreational products, including
snowmobiles, personal watercraft, all-terrain vehicles,
motorcycles and related products. Revenue for the last twelve
months ended October 31, 2012 was $2.9 billion. The company is
headquartered in Valcourt, Quebec, Canada.


BROOKE CORP: Court Dismisses Portions of NCMIC Counterclaims
------------------------------------------------------------
Bankruptcy Judge Dale L. Somers granted, in part, and denied, in
part, the request of the Chapter 7 Trustee of Brooke Corporation
and its affiliated debtors to dismiss counterclaims asserted by
NCMIC Finance Corporation in the lawsuit, CHRISTOPHER J. REDMOND,
Chapter 7 Trustee of Brooke Corporation, Brooke Capital
Corporation (f/k/a Brooke Franchise Corporation), and Brooke
Investments, Inc.; Plaintiff, v. NCMIC FINANCE CORPORATION,
Defendant, Case No. 08-22786 (Bankr. D. Kan.).

The motion presents the question whether a creditor's claims for
damages allegedly caused by the tortious acts of a custodian, who
was superseded by the filing of a petition under Chapter 11 and
the appointment of a Chapter 11 Trustee, are entitled to
administrative priority under 11 U.S.C. Sec. 503(b)(1)(A) or
(b)(3)(E).  After carefully considering the pleadings and the oral
arguments of counsel, the Court held that only the claims arising
from postpetition conduct are eligible for administrative expense
status, but that, except for the one claim that was asserted in
NCMIC's proof of claim, administrative expense status for those
claims is barred by a prior Court order.  As to NCMIC's prayer
that the counterclaims defeat the Chapter 7 Trustee's fraudulent
conveyance claims against it, the Court held that only the
counterclaims arising from postpetition conduct are eligible for
offset under Sec. 553 and that recoupment is not available for any
of the counterclaims.

NCMIC, which began its relationship with Brooke in 1998, initially
fulfilled a "warehouse" financing role for Brooke agency franchise
loans, holding the loans until they were securitized or sold to
community banks.  Later, NCMIC provided insurance premium
financing and merchant credit card processing services to Brooke
agents/franchisees.  In addition, NCMIC purchased various
participation interests in loans which Aleritas made to Brooke
agents.

The Chapter 7 Trustee filed his adversary proceeding against NCMIC
on May 5, 2012.  The Complaint alleges five counts: Count I for
avoidance of a security interest; Counts II and III for recovery
of allegedly preferential transfers; and Counts IV and V for
recovery of allegedly constructively fraudulent transfers.  Counts
I, II, and III were dismissed by consent, after NCMIC filed a
motion for summary judgment.

NCMIC describes the Chapter 7 Trustee's pending claims to avoid
fraudulent transfers as seeking recovery of:

     (1) $5.6 million in loan payments made by Brooke Credit
Corporation, d/b/a Aleritas Capital Corporation, a majority-owned
subsidiary of Brooke Corp., which did not file for bankruptcy, on
loans to franchisees that were assigned to NCMIC;

     (2) $17 million in loan payments to other lenders which
allegedly benefitted NCMIC; and

     (3) $22.3 million in franchisees' operating expenses that
were paid to third parties, such as landlords and utility
companies, which allegedly benefitted NCMIC.

NCMIC denied the allegations and asserted "Counterclaim for
Purposes of Recoupment, Offset and/or Administrative Claim".
NCMIC seeks compensation for multi-million dollar losses allegedly
relating to activities engaged in during the period that a special
master was in charge of the Debtors' estates, plus limited claims
for the conduct of the Special Master, Albert A. Riederer, who
also served as Chapter 11 Trustee.

A copy of the Court's Jan. 15, 2013 Memorandum Opinion and Order
is available at http://is.gd/5q1VdLfrom Leagle.com.

                        About Brooke Corp.

Based in Kansas, Brooke Corp. -- http://www.brookebanker.com/--
was an insurance agency and finance company.  The company owned
81% of Brooke Capital.  The majority of the company's stock was
owned by Brooke Holding Inc., which, in turn was owned by the Orr
Family.  A creditor of the family, First United Bank of Chicago,
foreclosed on the BHI stock.  The company's revenues were
generated from sales commissions on the sales of property and
casualty insurance policies, consulting, lending and brokerage
services.

Brooke Corp. and Brooke Capital Corp. filed separate petitions for
Chapter 11 relief on Oct. 28, 2008; Brooke Investments, Inc. filed
for Chapter 11 relief on Nov. 3, 2008 (Bankr. D. Kan. Lead Case
No. 08-22786).  Angela R. Markley, Esq., was the Debtors' in-house
counsel.  Albert Riederer was appointed as the Debtors' Chapter 11
trustee.  He acted as special master of Brooke in prepetition
federal court proceedings.  Benjamin F. Mann, Esq., John J.
Cruciani, Esq., and Michael D. Fielding, Esq,, at Husch Blackwell
Sanders LLP, and Kathryn B. Bussing, Esq., at Blackwell Sanders
LLP, represented the Chapter 11 trustee as counsel.  David A.
Abadir, Esq., and Robert J. Feinstein, Esq., at Pachulski Stang
Ziehl & Jones LLP, Kristen F. Trainor, Esq., and Mark Moedritzer,
Esq., at Shook, Hardy & Bacon, represented the Official Committee
of Unsecured Creditors as counsel.  The Debtors disclosed assets
of $512,855,000 and debts of $447,382,000.

On Oct. 29, 2008, the Court granted a motion to jointly administer
the bankruptcies of Brooke Corporation, Brooke Capital, and Brooke
Investment with the Brooke Corporation bankruptcy case being the
lead case.

The case was converted to Chapter 7 on June 29, 2009.  Christopher
J. Redmond was named Chapter 7 Trustee.  He is represented by
Benjamin F. Mann, Esq., John J. Cruciani, Esq., and Michael D.
Fielding, Esq., at Husch Blackwell LLP.


CAMARILLO PLAZA: To Seek Approvla of Plan Disclosures Jan. 24
-------------------------------------------------------------
Camarillo Plaza, LLC, filed with the Bankruptcy Court its Plan of
Liquidation and an explanatory Disclosure Statement.  The hearing
to consider the adequacy of the Disclosure Statement will be held
on Jan. 24, 2013, at 10:00 a.m.

The Debtor has found a buyer for its property, an 8.54-acre with
74,000 net rentable square feet of retail commercial space.
Secured creditors Wells Fargo Bank, N.A., as Trustee for the
Registered Holders of Credit Suisse First Boston Mortgage
Securities Corp., Commercial Pass-Through Certificates, Series
2006-C3, has agreed to cooperate in consummating the sale.  The
Debtor and the Lender expect to resolve the amount of Lender's
claim by the time of confirmation of the Plan.  The current
purchase offer is for $18.2 million.  The Lender's asserted
secured claim is $12.7 million as of July 16, 2012.  The purchase
price will be paid by (i) assumption of the Loan by the purchaser,
and (ii) the balance in cash.  The $18.2 million offer is subject
to overbid on the terms set forth in the bidding procedures.

The net cash proceeds of the sale are expected to be sufficient to
pay all creditors 100% of their allowed claims.  General unsecured
creditors will be paid 100% of their allowed claims without
interest as soon as practicable after the close of escrow.

                       About Camarillo Plaza

Shopping center operator Camarillo Plaza LLC, based in Los
Angeles, California, filed for Chapter 11 bankruptcy (Bankr. C.D.
Calif. Case No. 11-59637) on Dec. 5, 2011.  Judge Sheri Bluebond
was assigned to the case.  At the Debtor's behest the next day,
the case was transferred to the Northern Division (Bankr. C.D.
Calif. Case No. 11-bk-15562).  The case in the Los Angeles
Division was closed, and Judge Robin Riblet took over from Judge
Bluebond.

The Debtor scheduled assets of $21.6 million and liabilities of
$12.3 million as of the Chapter 11 filing.  Janet A. Lawson, Esq.,
in Ventura County, California, serves as the Debtor's counsel.
The petition was signed by Aaron Arnold Klein, managing partner.


CASPIAN SERVICES: Incurs $15.95-Mil. Net Loss in Fiscal 2012
------------------------------------------------------------
Caspian Services, Inc., filed on Jan. 15, 2013, its annual report
on Form 10-K for the fiscal year ended Sept. 30, 2012.

Hansen, Barnett & Maxwell, P.C., the Company's independent
accountants, noted that a creditor has indicated that it believes
the Company may be in violation of certain covenants of certain
substantial financing agreements.  "The financing agreements have
acceleration right features that, in the event of default, allow
for the loan and accrued interest to become immediately due and
payable.  As a result of this uncertainty, the Company has
included the note payable and all accrued interest as current
liabilities at Sept. 30, 2012.  At Sept. 30, 2012, the Company had
negative working capital of approximately $60,273,000.
Uncertainty as to the outcome of these factors raises substantial
doubt about the Company's ability to continue as a going concern."

The Company reported a net loss of $15.95 million on
$24.89 million of revenues in fiscal 2012, compared with a net
loss of $12.01 million on $49.5 million of revenues in fiscal
2011.

During fiscal 2012 revenue from vessel operations decreased 46% to
$17.69 million, while revenue from geophysical services fell 59%
to $6.31 million.

The Company's balance sheet at Sept. 30, 2012, showed
$87.48 million in total assets, $85.05 million in total
liabilities, and shareholders' equity of $2.43 million.

According to the regulatory filing, EBRD has verbally notified the
Company that it believes the Company is in violation of at least
some of the financial covenants of its financing agreements.

              EBRD May Force Company into Bankruptcy

"As of Sept. 30, 2012, the outstanding amount due to the European
Bank for Reconstruction and Development was $21,319,000.  In
addition, were EBRD to accelerate its put option the accelerated
put price would be $10,000,000 plus an internal rate of return of
20% per annum, which at Sept. 30, 2012, was $17,822,000."

"If we were unable to obtain funding to repay the loan or satisfy
the put, we anticipate EBRD could seek any legal remedies
available to it to obtain repayment of its loan.  These remedies
could include forcing the Company into bankruptcy.  As the
financing provided to us by EBRD is secured by mortgages on the
real property, assets and bank accounts of Balykshi LLP and
Caspian Real Estate, Ltd, and guaranteed by the Company, EBRD
could also pursue remedies under those security agreements,
including foreclosing on the marine base and other assets."

A copy of the Form 10-K is available at http://is.gd/LAzcJ2

Headquartered in Salt Lake City, Caspian Services, Inc., was
incorporated under the laws of the state of Nevada on July 14,
1998.  Since February 2002 the Company has concentrated its
business efforts to provide diversified oilfield services to the
oil and gas industry in western Kazakhstan and the Caspian Sea,
including providing a fleet of vessels, onshore, transition zone
and marine seismic data acquisition and processing services and a
marine supply and support base in the port of Bautino, in Bautino
Bay, Kazakhstan.


CATALYST PAPER: Marks Return to TSX with Opening Siren
------------------------------------------------------
Catalyst Paper is marking its return to publicly traded status
earlier this month by opening the market at Toronto Stock Exchange
on Jan. 15, 2013.  Catalyst President and Chief Executive Officer
Kevin J. Clarke, is being joined by board member Todd Dillabough,
other Catalyst executives and representatives of several key
stakeholder groups to mark the event.

Catalyst's new class of common shares began trading on TSX under
the symbol CYT on Jan. 7, 2013.  This follows the successful
conclusion of a reorganization conducted last year under the
Companies' Creditors Arrangement Act, through which Catalyst
achieved significant debt and operating cost reductions.

"Everyone - employees, customers, suppliers and others - got
behind the need to change, adapt and innovate," says Clarke.
"Starting the trading day is a great way to mark the fresh start
that we've collectively secured."  In the spirit of communities
and commerce, Clarke was joined in initiating the siren by Adrian
Dix, Member of the British Columbia Legislative Assembly and
Leader of the Official Opposition, and Vice-President Lorne
Richmond of YPG, the country's largest directory publisher and a
longstanding Catalyst customer.

                         About Catalyst Paper

Catalyst Paper Corp. -- http://www.catalystpaper.com/--
manufactures diverse specialty mechanical printing papers,
newsprint and pulp.  Its customers include retailers, publishers
and commercial printers in North America, Latin America, the
Pacific Rim and Europe.  With four mills, located in British
Columbia and Arizona, Catalyst has a combined annual production
capacity of 1.9 million tons.  The Company is headquartered in
Richmond, British Columbia, Canada and its common shares trade on
the Toronto Stock Exchange under the symbol CTL.

Catalyst on Dec. 15, 2011, deferred a US$21 million interest
payment on its outstanding 11.00% Senior Secured Notes due 2016
and Class B 11.00% Senior Secured Notes due 2016 due on Dec. 15,
2011.  Catalyst said it was reviewing alternatives to address its
capital structures and it is currently in discussions with
noteholders.  Perella Weinberg Partners served as the financial
advisor.

In early January 2012, Catalyst entered into a restructuring
agreement, which will see its bondholders taking control of the
company and includes an exchange of debt for equity.  The
agreement said it would slash the company's debt by C$315.4
million ($311 million) and reduce its cash interest expenses.
Catalyst also said it will continue to "operate and satisfy" its
obligations to customers, trade creditors, employees and retirees
in the ordinary course of business during the restructuring
process.

On Jan. 17, 2012, Catalyst applied for and received an initial
court order under the Canada Business Corporations Act (CBCA) to
commence a consensual restructuring process with its noteholders.
Affiliate Catalyst Paper Holdings Inc., filed for creditor
protection under Chapter 15 of the U.S. Bankruptcy Code (Bankr. D.
Del. Case No. 12-10219) on the same day and sought recognition of
the Canadian proceedings.

Catalyst joins a line of paper producers that have succumbed to
higher costs, increased competition from Asia and Europe, and
falling demand as more advertisers and readers move online.  In
2011, Cerberus Capital-backed NewPage Corp. filed for bankruptcy
protection, followed by SP Newsprint Co., owned by newsprint
magnate and fine art collector Peter Brant.  In December, Wausau
Paper said it will close its Brokaw mill in Wisconsin, cut 450
jobs and exit its print and color business.

The Supreme Court of British Columbia granted Catalyst creditor
protection under the CCAA until April 30, 2012.

As reported by the TCR on July 2, 2012, Catalyst received approval
for its reorganization plan from the Supreme Court of British
Columbia.  The Company's second amended plan under the Companies'
Creditors Arrangement Act received 99% support from creditors.

As reported by the TCR on Sept. 17, 2012, Catalyst Paper has
successfully completed its previously announced reorganization
pursuant to its Second Amended and Restated Plan of
Compromise and Arrangement under the Companies' Creditors
Arrangement Act.

Catalyst Paper's balance sheet at Sept. 30, 2012, showed
C$1.04 billion in total assets, C$887.3 million in total
liabilities and C$152.8 million in equity.


CGMT INC: Mayer Says 'Absurd' Malpractice Suit Rightly Nixed
------------------------------------------------------------
Megan Stride of BankruptcyLaw360 reported that Mayer Brown LLP and
health care manager CMGT Inc.'s bankruptcy trustee sparred before
the Seventh Circuit on Wednesday, with the firm calling the
trustee's $17 million malpractice suit over a contract fight
improperly prepared and "absurd" while the trustee argued to
revive the malpractice case.

CMGT trustee David Grochocinski filed suit accusing Mayer Brown of
committing malpractice by failing to defend CMGT in a California
breach of contract suit filed by Spehar Capital LLC, a consultant
hired to help CMGT obtain financing, the report said.

                          About CMGT Inc.

In early 2004, Spehar Capital, LLC, a venture capital consulting
firm, secured a $17 million default judgment against CMGT, Inc.,
in California state court.

Seeking to recover the $17 million judgment, SC filed a single-
creditor involuntary bankruptcy petition against CMGT in Illinois
(Bankr. N.D. Ill. Case No. 04 B 31669).

David Grochocinski, in his capacity as Chapter 7 Trustee for the
bankruptcy estate of CMGT, sued Mayer Brown Rowe & Maw LLP and
Ronald B. Given, one of its attorneys, for legal malpractice.


CHRIST HOSPITAL: Looks to Liquidating Chapter 11 Plan
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Christ Hospital sold the 367-bed acute-care hospital
in Jersey City, New Jersey, in July and is looking for a fourth
expansion of the exclusive period for filing a Chapter 11 plan.

According to the report, the hospital said it's talking with
creditors and the Pension Benefit Guaranty Corp. about "consensual
confirmation of a plan to provide for a distribution to all
creditors."

The exclusivity motion will be a topic for discussion at a Jan. 28
hearing, the report discloses.

The hospital was sold to Hudson Hospital Holdco LLC from
Philadelphia under a contract calling for $29.5 million in cash,
the cost of curing defaults on contracts, plus $3.5 million paid
to the PBGC.

                       About Christ Hospital

Christ Hospital filed for Chapter 11 bankruptcy (Bankr. D. N.J.
Case No. 12-12906) on Feb. 6, 2012.  Christ Hospital, founded in
1872 by an Episcopalian priest, is a 367-bed acute care hospital
located in Jersey City, New Jersey at 176 Palisade Avenue, serving
the community of Hudson County.  The Debtor is well-known for its
broad range of services from primary angioplasty for cardiac
patients to intensity modulated radiation therapy for those
battling cancer.  Christ Hospital is the only facility in Hudson
County to offer IMRT therapy, which is the most significant
breakthrough in cancer treatment in recent years.

Christ Hospital filed for Chapter 11 after an attempt to sell the
assets fell through.  Judge Morris Stern presides over the case.
Lawyers at Porzio, Bromberg & Newman, P.C., serve as the Debtor's
counsel.  Alvarez & Marsal North America LLC serves as financial
advisor.  Logan & Company Inc. serves as the Debtor's claim and
noticing agent.

The Health Professional and Allied Employees AFT/AFI-CIO is
represented in the case by Mitchell Malzberg, Esq., at Mitnick &
Malzberg P.C.


CLEAR CREEK: Court OKs Reduction of Allen Matkins' Role in Case
---------------------------------------------------------------
Clear Creek Ranch II, LLC, et al. sought and obtained from the
U.S. Bankruptcy Court for the District of Nevada an order:

   -- terminating their employment of Allen Matkins Leck Gamble
      Mallory & Natsis LLP as general reorganization counsel;

   -- employing and substituting the Law Offices of Amy N. Tirre,
      a Professional Corporation, as new general reorganization
      counsel; and

   -- employing Allen Matkins as special transactional counsel.

The Debtors relate that since the commencement of the Chapter 11
cases, Allen Matkins has represented the Debtors as general
counsel, including as reorganization counsel, and the Tirre Firm
has served as counsel for local matters, including practice in the
Bankruptcy Court and the occasional matter of Nevada law.

The Debtors add that Allen Matkins will have no further
responsibility for Chapter 11 matters.  After Oct. 5, 2012, sole
responsibility for Chapter 11 matters will lie with the Tirre Firm
which is fully cognizant of all pending or uncompleted matters and
deadlines by virtue of its part and ongoing involvement in the
cases.

As special transactional counsel, Allen Matkins will assist with
the Debtors' negotiation, formulation, and preparation of various
transactional documents with their new financial partner so as to
facilitate and fund their reorganization.

To the best of the Debtors' knowledge, Allen Matkins and its
attorneys do not hold any interest adverse to the Debtors.

                    About Clear Creek Ranch II

Minden, Nevada-based Clear Creek Ranch II LLC owns a 530.74-acre
undeveloped residential subdivision located within the project
known as Clear Creek.  That project included a world-class golf
course, the residential subdivision around the golf course, a lake
house on Lake Tahoe and a fly fishing ranch along the West Walker
River.  The co-developers and joint venturers of the Project are
CCR II's affiliate, Clear Creek at Tahoe LLC, and entities
affiliated with Nevada businessman John Serpa, Sr., and his sons.

On April 30, 2010, the Serpas purchased the $15 million First
Horizon Loan secured by the residential subdivision, and then
threatened foreclosure to coerce CCT to pay money on both the
First Horizon Loan and the (Serpa-owned) Nevada Friends, LLC Note.
The Serpas then scheduled a foreclosure sale for the Residential
Subdivision for July 18, 2011.

On July 18, 2011, Clear Creek Ranch II and Clear Creek at Tahoe
filed separate Chapter 11 bankruptcy petitions (Bankr. D. Nev.
Case Nos. 11-52302 and 11-52303).

In its petition, Clear Creek Ranch II estimated assets and debts
of $10 million to $50 million.  The petitions were signed by James
S. Taylor, the Trustee.

Judge Bruce T. Beesley presides over the cases.  Vincent M.
Coscino, Esq., Thomas E. Gibbs, Esq., and Richard M. Dinets, Esq.,
at Allen Matkins Leck Gamble Mallory & Natsis LLP, in Irvine,
Calif., represented the Debtors as general reorganization counsel.
Amy N. Tirre, Esq., at the Law Offices of Amy N. Tirre, APC, in
Reno, Nev., served as the Debtors as local reorganization counsel.
Beginning Oct. 5, 2012, the Tirre took the lead role, and the
Allen Matkins firm agreed to serve as special counsel.

No creditors' committee has been appointed by the Office of the
United States Trustee.


CLEARWATER PAPER: Moody's Affirms 'Ba2' CFR; Rates Sr Notes 'Ba2'
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to Clearwater
Paper Corporation's proposed $250 million senior unsecured notes
due 2023. Moody's also upgraded the ratings on Clearwater's
existing senior unsecured notes to Ba2 from Ba3. The company's Ba2
corporate family rating (CFR) and SGL-2 speculative-grade
liquidity rating are affirmed. The outlook remains stable.
Proforma for the new notes, the senior unsecured notes and other
equally-ranked liabilities constitute an increased majority of
debt at Clearwater and the recovery expectations for the unsecured
notes are now the same as for the company overall. As a result the
senior unsecured rating has been upgraded to "Ba2" to be in line
with the company's CFR.

Moody's took the following rating actions:

Assigned Ba2 (LGD4 59%) rating to the proposed senior unsecured
notes due 2023

Upgraded existing senior unsecured notes to Ba2 (LGD4 59%) from
Ba3 (LGD4 61%)

The proceeds from the proposed notes will be used to repay $150
million senior unsecured notes due 2016 and to finance the
company's announced share repurchase program. The proposed notes
will rank equally with Clearwater's existing $375 million senior
unsecured notes due 2018. The company's Ba2 senior unsecured
rating incorporates the noteholders' position behind the company's
$125 million asset-backed revolver (unrated). All the ratings are
subject to the conclusion of the proposed transaction and Moody's
review of final documentation.

RATINGS RATIONALE

Clearwater's Ba2 corporate family rating reflects the company's
significant position as one of the leading North American
producers of private label tissue products and bleached
paperboard. The rating incorporates the relative demand stability
of the high-end tissue and paper packaging markets and
expectations of adjusted leverage of about 3x. The rating also
reflects the company's vulnerability to larger and financially
stronger branded tissue producers in the highly competitive
consumer products industry. The company's cash flow generation is
projected to improve over the next year as the additional capital
spending associated with the build-out of the company's new North
Carolina tissue mill will be complete and the new mill is expected
to be operating at its full production run rate (70,000 tons) by
the start of 2014.

The stable rating outlook reflects Moody's expectation that
Clearwater will complete its North Carolina tissue expansion as
scheduled and that the company's normalized operating and
financial performance will be in line with its rating.

An upgrade may be considered if normalized adjusted Debt to EBITDA
is expected to be sustained below 3x and (RCF-CapEx)/TD exceeds
10%. Should Moody's expectation of leverage increase above 4x, or
if liquidity arrangements deteriorate significantly, the rating
may be susceptible to downwards pressure.

The principal methodology used in rating Clearwater Paper
Corporation was the Global Paper and Forest Products Industry
Methodology published in September 2009. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.

Headquartered in Spokane Washington, Clearwater is a leading North
American producer of private label tissue products and bleached
paperboard.


CLEARWATER PAPER: S&P Rates New $250MM Senior Unsecured Notes 'BB'
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' issue-level
rating (the same as the corporate credit rating) to Spokane,
Wash.-based Clearwater Paper Corp.'s proposed $250 million
senior unsecured notes.  S&P assigned the notes a '3' recovery
rating, which indicates S&P's expectation for meaningful (50% to
70%) recovery in the event of a payment default.  S&P expects
proceeds to be used to repay $150 million 10.625% senior secured
notes due 2016 and for general corporate purposes.

"The ratings on Clearwater reflect our expectation for modest top
line growth and slightly better EBITDA margins in 2013.  Pro forma
leverage climbs closer to 3.5x EBITDA, on higher absolute debt
levels.  However, this higher pro forma leverage estimate remains
well within the 3x to 4x range we view to be consistent with
Clearwater's "significant" financial risk profile.  We also view
the paper producer to have a "fair" business risk profile based on
its vertical integration and geographic diversity.  Still,
Clearwater faces competition from larger and better capitalized
competitors.  For our most recent corporate credit rationale, see
our summary analysis on Clearwater published Jan. 4, 2013, on
RatingsDirect," S&P said.

RATINGS LIST

Clearwater Paper Corp.
Corporate credit rating                      BB/Stable/--

New Ratings

Proposed $250 mil sr unsecd notes            BB
  Recovery rating                             3


COASTAL REALTY: Court Rules on Ozarks Disclosure Objection
----------------------------------------------------------
Bankruptcy Judge John S. Dalis denied, in part, and sustained, in
part, the Bank of the Ozarks' objection to the Disclosure
Statement and Amended Disclosure Statement explaining Coastal
Realty Investments, Inc.'s Chapter 11 plan.

Judge Dalis said the Amended Disclosure Statement should include a
copy of any agreement(s) personally guaranteeing the Debtor's debt
to Ozarks as well as a narrative explanation of whether the Debtor
disputes the agreement(s).  The Amended Disclosure Statement
should also include an explanation of how the Debtor calculates
the figures listed in the monthly budget attached to the Amended
Disclosure Statement.  To the extent that Ozarks' objection
relates to the deficiency of the items, Judge Dalis said the
objection is sustained.  To the extent that Ozarks' objection
advances grounds for disapproval based on the feasibility of the
amended plan or the inadequacy of the Amended Disclosure Statement
in general, the objection is overruled.

Ozarks is a creditor whose $1,148,386 claim is secured by Coastal
Realty's condominium property.  In addition to Ozarks, the Debtor
has two other secured creditors, First Glynn Bank, a division of
First Chatham Bank, and Certus Bank, N.A., and six unsecured
creditors.

On Aug. 15, 2012, the Debtor filed a Chapter 11 plan of
reorganization and disclosure statement, and shortly thereafter, a
hearing on the disclosure statement was set for Oct. 11, 2012.
Before the hearing date, both the United States Trustee and Ozarks
filed objections to the disclosure statement, and in response to
those objections, on Oct. 9, 2012, the Debtor filed an amended
chapter 11 plan and an amended disclosure statement.

At the October hearing, the Court continued the matter until Nov.
15, 2012 and ordered that any objections to the Amended Disclosure
Statement be filed by Nov. 8, 2012.  On that date, Ozarks filed
another objection to both the Disclosure Statement and the Amended
Disclosure Statement.

At the November hearing, the United States Trustee withdrew his
objection to the disclosure statement, but Ozarks did not.
Instead, Ozarks contended that the Disclosure Statement and the
Amended Disclosure Statement lacked sufficient information to
allow creditors to make informed decisions about the feasibility
of the Amended Plan, and urged the Court to consider each ground
set forth in the Amended Objection.

At the November hearing, property appraiser Richard Freeman
testified that using two methods of appraisal, he considered the
Coastal Condos to be worth $1,375,000 if furnished and $1,345,000
if unfurnished.  Based on the evidence presented, at the
conclusion of his testimony, the Court set the value of the
property at $1,375,000.

Judge Dalis noted that the $1,375,000 matches the Debtor's asset
valuation attached to the Amended Disclosure Statement, and Ozarks
is oversecured in the amount of $226,613.

A copy of the Court's Jan. 17, 2013 Opinion and Order is available
at http://is.gd/wfBfLwfrom Leagle.com.

Brunswick, Georgia-based Coastal Realty Investments, Inc., is a
corporation founded in May 2001 for the purpose of buying and
selling real estate.  As part of its business, Coastal Realty
purchased several properties, one of which was a 32 unit
condominium complex housing short-term renters in the Brunswick
area.  When Coastal Realty began renting the Condos, an average of
80% to 90% of the units were occupied.  However, in early 2011,
half of the Condos units were vacated within a timespan of three
weeks, and the occupancy rate dropped by around 50%.

Coastal Realty filed a Chapter 11 bankruptcy petition (Bankr. S.D.
Ga. Case No. 12-20564) on May 21, 2012, listing between $1 million
and $10 million in both assets and debts.  The Bankruptcy Court on
July 20, 2012, determined that the case was a single asset real
estate case with the Coastal Condos property comprising the only
asset.  Amanda Fordham Williams, Esq., serves as the Debtor's
counsel.  The petition was signed by Daniel R. Coty, Sr., CFO.


DAYTON SUPERIOR: J&K Adrian Lawsuit Goes Back to Alabama Court
--------------------------------------------------------------
Bankruptcy Judge Brendan Linehan Shannon in Delaware sent a
lawsuit by J & K Adrian Bakery, L.L.C., against Dayton Superior
Corporation back to the United States District Court for the
Northern District of Alabama where it was originally filed, saying
that the Plaintiff's claims are not within the scope of the order
confirming Dayton's plan of reorganization.

J & K Adrian Bakery, LLC, Plaintiff, v. Dayton Superior
Corporation, Defendant, Adv. Proc. No. 12-50950 (Bankr. D. Del.),
alleges three counts for damages to the Plaintiff's property: (i)
breach of contract for failing to guard, repair, and insure the
property as required by the lease; (ii) negligence for failing to
guard the property or take reasonable care in keeping the property
safe; and (iii) wantonness for failing to take steps to secure the
property despite knowledge of trespassing and theft.

In the Alabama District Court, the Defendant moved to dismiss or,
in the alternative, to transfer to the Delaware Bankruptcy Court.
Citing ambiguity in the Reorganized Debtor's Confirmation Order,
the Alabama District Court transferred the dispute to the Delaware
Bankruptcy Court to determine whether the claims fall under the
scope of the Confirmation Order.  The Alabama District Court
stated that if the claims are not within the scope of the
Confirmation Order, the Bankruptcy Court should transfer the case
back to Alabama to proceed on the merits of the Plaintiff's state
law claims.

A copy of the Court's Jan. 15, 2013 Opinion is available at
http://is.gd/cWOz7Sfrom Leagle.com.

                      About Dayton Superior

Headquartered in Dayton, Ohio, Dayton Superior Corporation (Pink
Sheets: DSUPQ) -- http://www.daytonsuperior.com/-- makes and
distributes construction products.  Aztec Concrete Accessories
Inc., Dayton Superior Specialty Chemical Corporation, Dur-O-Wa
Inc., Southern Construction Products Inc., Symons Corporation and
Trevecca Holdings Inc. were merged with the Company on Dec. 31,
2004.

Dayton Superior filed for Chapter 11 protection (Bankr. D. Del.
Case No. 09-11351) on April 19, 2009.  Lawyers at Latham & Watkins
LLP and Richards, Layton & Finger, P.A., served as bankruptcy
counsel.  Dayton Superior had less than $300 million in assets and
debts in excess of $400 million as of the filing.

Dayton Superior emerged from Chapter 11 bankruptcy protection
effective Oct. 26, 2009, pursuant to a Plan of Reorganization
approved by the Bankruptcy Court on Oct. 14.  In conjunction with
the Plan, Dayton Superior closed its $110 million exit financing
facility and new $100 million term loan.


DELL CORP: Fitch Likely to Assign 'B' Issuer Default Rating on LBO
------------------------------------------------------------------
Fitch's 2013 technology outlook released earlier in January 2012
stated that speculation around a Dell leveraged buyout (LBO) would
re-surface in 2013 but would unlikely be consummated for several
reasons. "Since our outlook, press reports indicate that a deal
may well be on its way. We believe that should an LBO occur, and
keeping in mind that there are a number of different financing
scenarios, an issuer default rating in the single -'B' category
would be likely," Fitch says.

"Depending on the structuring, we believe gross leverage could be
between 3.5 times (x) to and 4.5x assuming repatriation of a large
portion of Dell's international cash. Leverage could be
approximately 1.0x higher should the company seek to raise debt
secured by portions of the international cash (as some media
outlets have speculated).

"We would expect the basis for any going-private transaction would
revolve around transforming the company into a smaller, higher
margin business over the next three-to-five years that would
command a higher enterprise value multiple upon exit than its
currently being awardedvalue in the public equity market.

"Dell, led by David Johnson (the recently departed head of
corporate strategy), has done a solid job of building a portfolio
of higher margin end-to-end enterprise solutions of security,
networking, storage, and IT management tools. Despite these
higher- margin businesses, execution to date has been relatively
nascent relative to the company's overall size. High leverage
would greatly limit the company's flexibility to address
challenges in the highly competitive and evolving technology
industry. Dell will continue to face formidable competitors, such
as EMC, IBM, Cisco, Oracle, Accenture, HP, and others, all of
which will have far greater financial flexibility, should an LBO
be completed.

"Dell's ability to repatriate its significant offshore cash is a
critical determinant in the LBO decision, as it greatly influences
the expected rate of return on the transaction and the vast
majority of Dell's cash is held offshore. In addition, we have
historically stated that a portion of Dell's cash balance is
directly tied to the company's negative working capital balance,
which results in significant cash usage when revenues declines.
Therefore, we believe Dell needs to maintain an adequate cash
cushion to offset this liquidity risk, particularly given the weak
macro environment and continued poor performance of the company's
PC business.

"Dell has spent the last several years expanding its financing
business beyond the core U.S. market into Canada and Europe. We
would require additional clarity around the company's long-term
plans in this area, as it would be impossible to finance this
business at the corporate level with a sub-investment investment-
grade rating without third-party help. The inability to offer
financing would place the company at competitive disadvantage.

"We fully expect existing unsecured bonds to be subordinated by
any potential LBO transaction. The bonds do not contain change of
control covenants and the limitation on liens covenant is
generally weak for bondholders."


DIGITAL DOMAIN: Hudson Bay DIP Loan Extended Until Jan. 31
----------------------------------------------------------
The Hon. Brendan Shannon of the U.S. Bankruptcy Court for the
District of Delaware authorized DDMG Estate, et al., previously
known as Digital Domain Media Group Inc., et al., to enter into a
first amendment to the Nov. 7, 2012 final order authorizing the
Debtors to obtain postpetition financing and use of cash
collateral.

The Court approved that the "outside date" will be amended to
Jan. 31, 2013.  A copy of the approved budget is available for
free at:

http://bankrupt.com/misc/DIGITALDOMAIN_CC_finalorder_amendment.pdf

The terms and conditions of the final DIP order will remain in
full force and effect, except as specifically amended or modified
by the order.

As reported in the Troubled Company Reporter on Nov. 26, 2012,
the Court authorized, on a final basis, the Debtors, to obtain
postpetition superpriority financing from Hudson Bay Master Fund
Ltd., as agent on behalf of the DIP lenders.  The original terms
of the DIP financing included, among other things:

    * Interim DIP Loan: a term loan facility to be available in
(i) a single drawing on the interim closing date in an aggregate
principal amount of $8,980,000 in order to provide sufficient
working capital to the Company.

    * Final DIP Loan: a term loan facility to be available in
multiple draws on and after the final closing date in the
aggregate principal amount equal to $20,122,000, less the interim
DIP loan drawn plus the amount of any roll up.

    * Interest Rate: 12% per annum, to be paid in kind with the
interest added to the principal amount of the DIP loans compounded
monthly in arrears on the last day of each month.

    * Maturity date: Dec. 31, 2012.

                       About Digital Domain

Port St. Lucie, Florida-based Digital Domain Media Group, Inc. --
http://www.digitaldomain.com/-- engaged in the creation of
original content animation feature films, and development of
computer-generated imagery for feature films and trans-media
advertising primarily in the United States.

Digital Domain Media Group, Inc. and 13 affiliates sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-12568) on
Sept. 11, 2012, to sell its business for $15 million to
Searchlight Capital Partners LP, subject to higher and better
offers.

At a bankruptcy auction, the principal part of the business was
purchased by a joint venture between Galloping Horse America LLC,
an affiliate of Beijing Galloping Horse Co., and an affiliate of
Reliance Capital Ltd., based in Mumbai.  The $36.7 million total
value of the contact includes $3.6 million to cure defaults on
contracts and $2.9 million in reimbursement of payroll costs.

Attorneys at Pachulski Stang Ziehl & Jones serve as counsel to the
Debtors.  FTI Consulting, Inc.'s Michael Katzenstein is the chief
restructuring officer.  Kurtzman Carson Consultants LLC is the
claims and notice agent.

An official committee of unsecured creditors appointed in the case
is represented by lawyers at Sullivan Hazeltine Allinson LLC and
Brown Rudnick LLP.

The company disclosed assets of $205 million and liabilities
totaling $214 million.  Debt includes $40 million on senior
secured convertible notes plus $24.7 million in interest.  There
is another issue of $8 million in subordinated secured convertible
notes.

The Debtors also have sought ancillary relief in Canada, pursuant
to the Companies' Creditors Arrangement Act in the Supreme Court
of British Columbia, Vancouver Registry.


DIGITAL DOMAIN: Seeks Approval to Pay Incentive Bonuses
-------------------------------------------------------
Stephanie Gleason at Dow Jones' DBR Small Cap reports that Digital
Domain Media Group Inc. is asking for a bankruptcy court's
permission to pay $63,000 in employee-incentive bonuses as a
reward for meeting one of three sale goals.

                       About Digital Domain

Port St. Lucie, Florida-based Digital Domain Media Group, Inc. --
http://www.digitaldomain.com/-- engaged in the creation of
original content animation feature films, and development of
computer-generated imagery for feature films and trans-media
advertising primarily in the United States.

Digital Domain Media Group, Inc. and 13 affiliates sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-12568) on
Sept. 11, 2012, to sell its business for $15 million to
Searchlight Capital Partners LP, subject to higher and better
offers.

At a bankruptcy auction, the principal part of the business was
purchased by a joint venture between Galloping Horse America LLC,
an affiliate of Beijing Galloping Horse Co., and an affiliate of
Reliance Capital Ltd., based in Mumbai.  The $36.7 million total
value of the contact includes $3.6 million to cure defaults on
contracts and $2.9 million in reimbursement of payroll costs.

Attorneys at Pachulski Stang Ziehl & Jones serve as counsel to the
Debtors.  FTI Consulting, Inc.'s Michael Katzenstein is the chief
restructuring officer.  Kurtzman Carson Consultants LLC is the
claims and notice agent.

An official committee of unsecured creditors appointed in the case
is represented by lawyers at Sullivan Hazeltine Allinson LLC and
Brown Rudnick LLP.

The company disclosed assets of $205 million and liabilities
totaling $214 million.  Debt includes $40 million on senior
secured convertible notes plus $24.7 million in interest.  There
is another issue of $8 million in subordinated secured convertible
notes.

The Debtors also have sought ancillary relief in Canada, pursuant
to the Companies' Creditors Arrangement Act in the Supreme Court
of British Columbia, Vancouver Registry.


DIGITAL DOMAIN: Florida Gov't Unit Hires Bankruptcy Lawyers
-----------------------------------------------------------
Brittany Alana Davis, writing for The Miami Herald, reports that
Florida's state Department of Economic Opportunity has hired
bankruptcy attorneys Sean Cork, Esq., and Albert del Castillo,
Esq., at $540 per hour to try to reclaim money awarded in 2009 to
Digital Domain Media Group, the animation company behind Titanic
and founded by popular director James Cameron.  The $20 million in
incentives helped lured Digital Domain to Port St. Lucie. But the
company filed for bankruptcy in September, closed its offices and
laid off 300 Florida workers.  Lawyers for the state say Digital
Domain broke its contract by failing to notify the state it had
filed for bankruptcy.

The Department of Economic Opportunity, an office under Gov. Rick
Scott, has asked the Legislature for $500,000 to help recoup the
state's original $20 million investment.

                       About Digital Domain

Port St. Lucie, Florida-based Digital Domain Media Group, Inc. --
http://www.digitaldomain.com/-- engaged in the creation of
original content animation feature films, and development of
computer-generated imagery for feature films and trans-media
advertising primarily in the United States.

Digital Domain Media Group, Inc. and 13 affiliates sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-12568) on
Sept. 11, 2012, to sell its business for $15 million to
Searchlight Capital Partners LP, subject to higher and better
offers.

At a bankruptcy auction, the principal part of the business was
purchased by a joint venture between Galloping Horse America LLC,
an affiliate of Beijing Galloping Horse Co., and an affiliate of
Reliance Capital Ltd., based in Mumbai.  The $36.7 million total
value of the contact includes $3.6 million to cure defaults on
contracts and $2.9 million in reimbursement of payroll costs.

Attorneys at Pachulski Stang Ziehl & Jones serve as counsel to the
Debtors.  FTI Consulting, Inc.'s Michael Katzenstein is the chief
restructuring officer.  Kurtzman Carson Consultants LLC is the
claims and notice agent.

An official committee of unsecured creditors appointed in the case
is represented by lawyers at Sullivan Hazeltine Allinson LLC and
Brown Rudnick LLP.

The company disclosed assets of $205 million and liabilities
totaling $214 million.  Debt includes $40 million on senior
secured convertible notes plus $24.7 million in interest.  There
is another issue of $8 million in subordinated secured convertible
notes.

The Debtors also have sought ancillary relief in Canada, pursuant
to the Companies' Creditors Arrangement Act in the Supreme Court
of British Columbia, Vancouver Registry.


EDF RESOURCES: Shut Down by Small Business Administration
---------------------------------------------------------
Hackard Law attorneys regularly represent borrowers and guarantors
in negotiation with and litigation against lenders.  By the time
the law firm is engaged, it's not unusual that "the wolf is at our
client's front door", and there's limited time for deliberation.
Yet a recent case illustrates that an entire wolf pack might also
be at the lender's door.

EDF Resource Capital, Inc. ("EDF") v. United States Small Business
Administration ("SBA") et al. brings the need for lender knowledge
to life.  EDF was an SBA-authorized Certified Development Company
(CDC).  As such it was allowed to arrange, close, service and when
necessary collect on SBA 504 Loans.  EDF, on behalf of the
SBA, received processing and closing fees for both originating as
well as servicing 504 Loans.  Since 2006, EDF has received over
$49 million in fees from its participation in the 504 Loan
Program.  It had the "second largest SBA 504 Loan portfolio of the
CDCs currently participating in the 504 Loan Program."  But there
were, according to the SBA, "significant problems in EDF's systems
or controls, deceptive action, substantial law violation, serious
compliance problems, and serious reporting failures."  Such
problems resulted in EDF's closure.  An intensive review of SBA's
Agency Decision regarding EDF Resource Capital, Inc. is a must-
read for EDF borrowers and guarantors seeking to know their
lenderi.

EDF as a lender in its final months or years of operation was in a
precarious position.  The SBA record reveals it was insolvent and
was not paying the millions that it owed on its SBA reimbursement
obligations.

EDF was maintaining two sets of accounting books and records: one
disclosed to the SBA and one notii.  Such conduct hid from the
"SBA the status of hundreds of defaulted loans, thus knowingly
painting a materially incomplete, misleading and falsely positive
picture of its Loan Loss Reserve Fund and of the Fund's ability
to protect SBA from the risk of loss."

The SBA's Final Agency Decision indicates that EDF refused to pay
its payment and loss share obligations.

The decision recites that "the nature, extent and severity of
EDF's breaches and violations, including the dollar magnitude of
the risk, EDF's insolvency, the unwillingness of EDF's management
and board to correct identified problems, and program integrity
considerations, all warrant the permanent revocation of EDF's 504
program authority and require the permanent transfer of EDF's SBA
504 Loan portfolio."

Borrowers and guarantors attempting to negotiate loan settlements
with EDF experienced the same type of deceptive actions as those
referenced by the SBA.  The Final Agency Decision, coupled with a
Federal Judge's Memorandum Opinion, go a long way for EDF
borrowers and guarantors to know their lender.


ELPIDA MEMORY: Wants DIP Loan Extended Until Feb. 15 on Interim
---------------------------------------------------------------
Yukio Sakamoto and Nobuaki Kobayashi, as foreign representatives
of Elpida Memory, Inc., ask the U.S. Bankruptcy Court for entry of
a "bridge order" extending, until Feb. 15, 2013, the liens on U.S.
assets granted pursuant to the Court-approved security agreements
with Shinseigin Finance Co., Ltd.

The Debtor is subject of reorganization proceedings under Japanese
law pending before the Tokyo District Court, Eighth Civil
Division.

On April 27, 2012, the foreign representatives entered into a
facility agreement with DIP lender Shinseigin Finance pursuant to
which the DIP Lender agreed to provide Elpida with financing
through Dec. 28, 2012, and up to a maximum commitment amount of
JPY15,000,000,000.

According to foreign representatives, the extension is necessary,
given the extension of the timetable in the Japan Proceeding for
the voting and approval of the Plan.  The Debtor is negotiating
with the DIP Lender and with Micron regarding an extension of the
DIP Facility.  It is contemplated that the extension would provide
for:

   a. Extension of the deadline to drawdown from the DIP Facility
      until March 31, 2013;

   b. Repayment of the DIP Facility in installment payments made
      at the end of June, July, and August 2013;

   c. A reduction of the amount of the DIP Facility from
      JPY15 billion to JPY10 billion;

   d. A guaranty of Elpida's repayment of the DIP Facility by
      Micron and Micron Technology Asia Pacific, Inc.;

   e. Payment to the DIP Lender of an arrangement fee; and

   f. No change in the interest rate.

The parties are still negotiating the terms of the Micron Guaranty
and the definitive documentation of the DIP Facility extension,
and the final form of the extended debtor-in-possession financing
is not yet known.

The foreign representatives note that there is JPY8 billion
outstanding under the DIP Facility.  the DIP Lender has agreed to
allow the DIP Facility to remain outstanding while the extension
documents are being finalized and the requested approvals
obtained, subject to Elpida's maintenance of an escrow account to
backstop its obligations under the facility.

                         About Elpida Memory

Elpida Memory Inc. (TYO:6665) -- http://www.elpida.com/ja/-- is
a Japan-based company principally engaged in the development,
design, manufacture and sale of semiconductor products, with a
focus on dynamic random access memory (DRAM) silicon chips.  The
main products are DDR3 SDRAM, DDR2 SDRAM, DDR SDRAM, SDRAM,
Mobile RAM and XDR DRAM, among others.  The Company distributes
its products to both domestic and overseas markets, including the
United States, Europe, Singapore, Taiwan, Hong Kong and others.
The company has eight subsidiaries and two associated companies.

After semiconductor prices plunged, Japan's largest maker of DRAM
chips filed for bankruptcy in February with liabilities of 448
billion yen ($5.6 billion) after losing money for five quarters.
Elpida Memory and its subsidiary, Akita Elpida Memory, Inc.,
filed for corporate reorganization proceedings in Tokyo District
Court on Feb. 27, 2012.  The Tokyo District Court immediately
rendered a temporary restraining order to restrain creditors from
demanding repayment of debt or exercising their rights with
respect to the company's assets absent prior court order.
Atsushi Toki, Attorney-at-Law, has been appointed by the Tokyo
Court as Supervisor and Examiner in the case.

Elpida Memory Inc. sought the U.S. bankruptcy court's recognition
of its reorganization proceedings currently pending in Tokyo
District Court, Eight Civil Division.  Yuko Sakamoto, as foreign
representative, filed a Chapter 15 petition (Bankr. D. Del. Case
No. 12-10947) for Elpida on March 19, 2012.


ELPIDA MEMORY: Bondholders Fail to Prove Collusion Claims
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Elpida Memory Inc. bondholders failed to persuade a
bankruptcy judge there was any "collusion or improper motives"
when the Japanese memory-chip maker agreed to sell technology
assets in the U.S.

Elpida is in a Chapter 15 bankruptcy in Delaware to supplement the
principal bankruptcy reorganization in Japan.

The report recounts that technology sales to Micron Technology
Inc. and Rambus Inc. were previously approved by the bankruptcy
court in Japan.  The Micron sale is part of Elpida's proposed
reorganization.  Bondholders had taken the position that a sale to
Boise, Idaho-based Micron for an estimated $1.8 billion at present
value would be substantially less than Elpida's liquidation value.
In November, U.S. Bankruptcy Judge Christopher Sontchi came down
on the side of bondholders in ruling that his approval is required
before U.S. assets can be sold, even though he previously
recognized Japan as home to the principal Elpida bankruptcy.

According to the report, Judge Sontchi wrote a 43-page opinion on
Jan. 16 explaining why he is approving the sales.  Judge Sontchi
concluded from the evidence given at a hearing in December that
the Japanese trustees for Elpida "exercised their sound business
judgment in negotiating and executing the agreements."  The prices
were "fair and reasonable," he said.  The Delaware judge dismissed
the bondholders' argument that a sale was defective because there
was no auction.  Judge Sontchi said that the Japanese trustees had
no obligation to hold an auction after deciding in their business
judgment that no better offers were available.

Mr. Rochelle notes that the basis for the bondholders' objection
was unclear because most of the factual allegations in their
publicly filed court documents were blanked out.

                         About Elpida Memory

Elpida Memory Inc. (TYO:6665) -- http://www.elpida.com/ja/-- is
a Japan-based company principally engaged in the development,
design, manufacture and sale of semiconductor products, with a
focus on dynamic random access memory (DRAM) silicon chips.  The
main products are DDR3 SDRAM, DDR2 SDRAM, DDR SDRAM, SDRAM,
Mobile RAM and XDR DRAM, among others.  The Company distributes
its products to both domestic and overseas markets, including the
United States, Europe, Singapore, Taiwan, Hong Kong and others.
The company has eight subsidiaries and two associated companies.

After semiconductor prices plunged, Japan's largest maker of DRAM
chips filed for bankruptcy in February with liabilities of 448
billion yen ($5.6 billion) after losing money for five quarters.
Elpida Memory and its subsidiary, Akita Elpida Memory, Inc.,
filed for corporate reorganization proceedings in Tokyo District
Court on Feb. 27, 2012.  The Tokyo District Court immediately
rendered a temporary restraining order to restrain creditors from
demanding repayment of debt or exercising their rights with
respect to the company's assets absent prior court order.
Atsushi Toki, Attorney-at-Law, has been appointed by the Tokyo
Court as Supervisor and Examiner in the case.

Elpida Memory Inc. sought the U.S. bankruptcy court's recognition
of its reorganization proceedings currently pending in Tokyo
District Court, Eight Civil Division.  Yuko Sakamoto, as foreign
representative, filed a Chapter 15 petition (Bankr. D. Del. Case
No. 12-10947) for Elpida on March 19, 2012.


EMMONS-SHEEPSHEAD BAY: Can Employ Robinsons Brog as Counsel
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
authorized Emmons-Sheepshead Bay Development, LLC, to employ
Robinson Brog Leinwand Greene Genovese & Gluck P.C. as Chapter 11
attorneys for the Debtor, effective as of the Petition Date.

Robinson Brog will provide these professional services:

  (a) providing advice to the Debtor with respect to its powers
      and duties under the Bankruptcy Code in the continued
      operation of its business and the management of its
      property;

  (b) negotiating with creditors of the Debtor, preparing a plan
      of reorganization and taking the necessary legal steps to
      consummate a plan, including, if necessary, negotiations
      with respect to financing a plan;

  (c) appearing before the various taxing authorities to work out
      a plan to pay taxes owing in installments; and

  (d) preparing on the Debtor's behalf necessary applications,
      motions, motions, answers, replies, discovery requests,
      forms of orders, reports and other pleadings and legal
      documents.

The Debtor believes that Robinson Brog is a "disinterested person"
as that term is defined by the Bankruptcy Code.

As compensation, Robinson Brog will receive its customary fees,
subject to the submission of appropriate applications and the
approval of the Court.  Robinson Brog received a $26,046 payment
from Emmons Avenue, LLC, an affiliated entity controlled by the
Debtor's principal, on Aug. 9, 2012, which amount included the
Chapter 11 filing fee.

Emmons-Sheepshead Bay Development LLC, the owner of 49 unsold
condominium units on Emmons Avenue in Brooklyn, filed a Chapter 11
petition (Bankr. E.D.N.Y. Case No. 12-46321) on Aug. 30, 2012, in
Brooklyn.  The Debtor said the property is worth $14 million.  It
has $32.6 million in total liabilities, including $31 million owed
to TD Bank N.A., which is secured by first, second and third
priority liens on the property.

Judge Elizabeth S. Stong presides over the case.  Arnold Mitchell
Greene, Esq., at Robinson Brog Leinwand Greene et al., serves as
the Debtor's counsel.  The petition was signed by Jacob Pinson,
managing member, Yachad Enterprises, LLC.


EMPRESAS OMAJEDE: Proposes Charles A. Cuprill as Counsel
--------------------------------------------------------
Empresas Omajede filed an application to employ Charles A.
Cuprill, P.S.C., Law Offices, as counsel.  The Debtor is not
sufficiently familiar with the law to be able to plan and conduct
the proceedings without competent legal counsel.  Cuprill is a
disinterested entity as defined in 11 U.S.C. Sec. 101(14).  The
Debtor has tapped the firm on the basis of a $15,000 retainer,
against which the firm will bill on the basis of $350 per hour,
plus expenses, for worked performed by Charles A. Cuprill-
Hernandez, Esq., $225 per hour for any senior associate, $150 per
hour for junior associates, $85 for paralegals, upon application
and approval of the Court.

Empresas Omajede Inc., filed a Chapter 11 petition (Bankr. D.P.R.
Case No. 12-10113) in Old San Juan, Puerto Rico, on Dec. 21, 2012.
Patricia I. Varela, Esq., at Charles A. Cuprill, PSC, serves as
counsel.

The Debtor disclosed $5,613,568 in assets and $98,762,700 in its
schedules.  The Debtor is a Single Asset Real Estate as defined in
11 U.S.C. Sec. 101(51B) with principal assets located at La
Ectronica Building, 1608 Bori St., in San Juan, Puerto Rico.


FIELD FAMILY: Has Access to Cash Collateral Until Jan. 28
---------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
authorized Field Family Associates, LLC, to use its lender's cash
collateral until Jan. 28, 2013, in accordance with the approved
budget.

As adequate protection, the lender is granted replacement liens in
all property of the Debtor, whether acquired prior or after the
Relief Date; provided such replacement liens will not include
causes of action held by the Debtor's estate or related proceeds.

A further hearing to consider the use of cash collateral on a
final basis is scheduled for Jan. 23, 2013, at 10:00 a.m.

The lender, Wells Fargo Bank, N.A., as Trustee for the Registered
Holders of J.P. Morgan Chase Commercial Mortgage Securities Trust
2007-CIBC18, Commercial Mortgage Pass-Through Certificates, Series
2007-CIBC18), objected to the use of cash collateral, citing that
it had not had a meaningful opportunity to review and approve the
budget.  The lender asserts that as of July 2, 2012, it is owed
not less than $38.9 mililion under the loan documents.

                        About Field Family

Five creditors filed an involuntary Chapter 11 bankruptcy petition
against King of Prussia, Pa.-based Field Family Associates, LLC
(Bankr. E.D. Pa. Case No. 12-16331) on July 2, 2012.  On Sept. 6,
2012, a sixth creditor filed a Joinder in the involuntary Chapter
11 Petition.  The Court entered an order for relief on Sept. 12,
2012.  The Debtor owns and operates a 216-room hotel located at
144-10 135th Steet, in Jamaica, New York.

Judge Stephen Raslavich presides over the case.  Catherine G.
Pappas, Esq., Lawrence G. McMichael, Esq., and Peter C. Hughes,
Esq., at Dilworth Paxson LLP, in Philadelphia, Pa., represent the
Alleged Debtor as counsel.  Ashely M. Chan, Esq., at Hangley
Aronchick Segal & Pudlin, in Philadelphia, Pa., represents the
petitioning creditors as counsel.

The U.S. Trustee appointed a three-member creditors committee.
Hangley Aronchick Segal Pudline & Schiller represents the
Committee.

GENERAL MOTORS: Citigroup, JPMorgan to Manage Shares Sale
---------------------------------------------------------
Ian Katz and Lee Spears, writing for Bloomberg News, reported that
the U.S. Treasury Department chose Citigroup Inc. (C) and JPMorgan
Chase & Co. (JPM) to manage the sale of shares in General Motors
Co. (GM), as the government works to disentangle itself from the
biggest U.S. automaker following the $50 billion bailout that
began in 2009.

The department announced the selection of the banks in documents
on its website, according to the report.  It holds about 300
million shares after selling 200 million to Detroit-based GM for
$5.5 billion in December. The agency said then that it would sell
off the rest of its 19 percent stake within 15 months, starting as
soon as January. The banks will get a commission of 1 cent per
share for handling the sales, the Treasury documents show.

The sale, according to the report, may reassure GM investors weary
of the government's influence on the stock. GM had sunk 23 percent
from its November 2010 initial public offering price before the
sale was disclosed last month. Since going public, GM has
announced plans to end losses in Europe by mid-decade and to
introduce 13 new Chevrolet models this year to try to increase its
share of the U.S. market, Bloomberg noted.

Bloomberg said the shares had gained 21 percent in the past year
before Jan. 17.  They advanced 1 percent to $29.60 at 9:45 a.m. in
New York. The U.S. needed to sell its shares for more than $50
each to break even on the GM bailout.

                          Banks' Benefits

Citigroup and JPMorgan could potentially make additional money
from bid-ask spreads and build relationships with clients, Kip
Weissman, a partner representing banks for Luse Gorman Pomerenk &
Schick PC in Washington, told Bloomberg.

"It's real important for major firms to be major players and to be
able to get customers the stock they want," Weissman said. "If the
customers are clamoring for getting GM at a good price, JPM and
Citi will be able to do that, and that means those customers will
use them for other services."

For the banks, "there's a certain level of prestige" in handling
the sale, Stephen Myrow, a former Treasury official in the George
W. Bush administration, told Bloomberg. "They can say, ?Hey, the
U.S. Treasury trusts us.' JPMorgan and Citi wouldn't be doing this
if they didn't feel it was in their interests." Myrow is now
managing director at ACG Analytics Inc., an investment research
and consulting firm in Washington.

The bailouts of the predecessors of GM and Chrysler Group LLC by
U.S. and Canadian governments propped up a light-vehicle industry
that has since reported three straight years of at least 10
percent growth, Bloomberg said.  GM received $49.5 billion from
the U.S. as part of its restructuring, Treasury said Dec. 19.

                              Bailout Costs

Last month, Treasury sold its last 234.2 million shares of insurer
American International Group Inc. (AIG), marking the end of the
rescue more than four years after the U.S. took over the company
to save the global economy, Bloomberg related.  Proceeds from the
sale boosted the U.S. profit on the AIG bailout to $22.7 billion.

According to Bloomberg, the Congressional Budget Office projected
in October that the Treasury's Troubled Asset Relief Program,
which bailed out companies such as AIG, Citigroup and GM, will
cost taxpayers $24 billion, down from an estimate of $109 billion
in March 2010.

The Treasury's latest estimate of the expense to taxpayers for
bailing out GM, Chrysler and Ally Financial Inc. (ALLY) amounted
to $24.3 billion as of Sept. 30. The department updates the figure
on a quarterly basis.

U.S. sales of cars and light trucks totaled 14.5 million in 2012,
the best since 2007, according to Bloomberg. The 13 percent gain
was the biggest since 1984.

                               Auto Profits

U.S.-based automakers have said they can now be profitable at
industrywide sales of about 10 million vehicles annually in their
home market, Bloomberg related.  In 2013, industry sales are
projected at 15.1 million, the average estimate of 18 analysts
surveyed by Bloomberg.

Bloomberg noted that GM increased sales in its home market by 3.7
percent last year to 2.6 million. Because its growth didn't match
the expansion of industrywide sales, GM's U.S. market share in
2012 plunged to 17.9 percent, an 88-year-low.

Chief Executive Officer Dan Akerson told reporters earlier this
month the company should see "modest" gains in U.S. market share
this year.

"It starts and ends with product, that's what we've been focused
on since bankruptcy," Akerson told reporters at the company's
Detroit headquarters. This year and next "will be good years, not
only here domestically but on an international basis."

                       About General Motors

With its global headquarters in Detroit, Michigan, General Motors
Company (NYSE:GM, TSX: GMM) -- http://www.gm.com/-- is one of
the world's largest automakers, traces its roots back to 1908.
GM employs 208,000 people in every major region of the world and
does business in more than 120 countries.  GM and its strategic
partners produce cars and trucks in 30 countries, and sell and
service these vehicles through the following brands: Baojun,
Buick, Cadillac, Chevrolet, GMC, Daewoo, Holden, Isuzu, Jiefang,
Opel, Vauxhall, and Wuling.  GM's largest national market is
China, followed by the United States, Brazil, the United Kingdom,
Germany, Canada, and Italy.  GM's OnStar subsidiary is the
industry leader in vehicle safety, security and information
services.

General Motors Co. was formed to acquire the operations of
General Motors Corp. through a sale under 11 U.S.C. Sec. 363
following Old GM's bankruptcy filing.  The U.S. government once
owned as much as 60.8% stake in New GM on account of the
financing it provided to the bankrupt entity.  The deal was
closed July 10, 2009, and Old GM changed its name to Motors
Liquidation Co.

General Motors Corp. and three of its affiliates filed for
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on
June 1, 2009.  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin,
Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges
LLP, assist the Debtors in their restructuring efforts.  Al Koch
at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as
the Chief Executive Officer for Motors Liquidation Company.  GM
is also represented by Jenner & Block LLP and Honigman Miller
Schwartz and Cohn LLP as counsel.  Cravath, Swaine, & Moore LLP
is providing legal advice to the GM Board of Directors.  GM's
financial advisors are Morgan Stanley, Evercore Partners and the
Blackstone Group LLP.  Garden City Group is the claims and notice
agent of the Debtors.

The U.S. Trustee appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Unsecured
Creditors Holding Asbestos-Related Claims.  Lawyers at Kramer
Levin Naftalis & Frankel LLP served as bankruptcy counsel to the
Creditors Committee.  Attorneys at Butzel Long served as counsel
on supplier contract matters.  FTI Consulting Inc. served as
financial advisors to the Creditors Committee.  Elihu Inselbuch,
Esq., at Caplin & Drysdale, Chartered, represented the Asbestos
Committee.  Legal Analysis Systems, Inc., served as asbestos
valuation analyst.

The Bankruptcy Court entered an order confirming the Debtors'
Second Amended Joint Chapter 11 Plan on March 29, 2011.  The Plan
was declared effect on March 31, 2011.


GEORGIA GULF: Commences Cash Tender Offer for Senior Secured Notes
------------------------------------------------------------------
Georgia Gulf Corporation on Jan. 17 disclosed that it has
commenced a cash tender offer for any and all of its outstanding
$450.0 million aggregate principal amount of 9% Senior Secured
Notes due 2017 (CUSIP Nos. 373200AV6 and U37332AG5) (the "Notes").
The Company also announced a concurrent consent solicitation for
proposed amendments to the indenture dated as of December 22, 2009
(as amended, supplemented or otherwise modified as of the date
hereof, the "Indenture"), among the Company, the guarantors party
thereto and U.S. Bank National Association, as trustee (the
"Trustee"), under which the Notes were issued.  The tender offer
and the consent solicitation are being made on the terms and
subject to the conditions set forth in the Offer to Purchase and
Consent Solicitation Statement dated January 17, 2013 (the "Offer
to Purchase") and the related Letter of Transmittal and Consent.
Holders that tender their Notes pursuant to the tender offer will
be deemed to have consented to the proposed amendments to the
Indenture.

The tender offer will expire at 9:00 a.m., New York City time, on
February 15, 2013 unless extended or earlier terminated (such time
and date, as the same may be extended, the "Expiration Date").
Holders of Notes ("Holders") must tender their Notes and provide
their consents to the amendments to the Indenture on

or before 5:00 p.m., New York City time, on January 31, 2013,
unless extended (such time and date, as the same may be extended,
the "Consent Payment Deadline"), in order to be eligible to
receive the Total Consideration.  Holders of Notes who tender
their Notes after the Consent Payment Deadline and on or before
the Expiration Date will only be eligible to receive the Tender
Offer Consideration.  Following the Expiration Date, the Company
intends to redeem the balance of outstanding Notes, if any.

The following table summarizes the material pricing terms.


          Outstanding          Consent         Tender Offer
Consent       Total
           Principal           Payment       Consideration(1)
Payment Consideration(1)
            Amount            Deadline
         $450,000,000         5:00 p.m.          $1,094.23      $30.00
     $1,124.23
                         New York City time,
                          January 31, 2013

        (1)    For each $1,000 principal amount of Notes. Accrued
but unpaid interest from, and including, the most recent interest
payment date for the Notes to, but not including, the applicable
payment date, will be paid in addition to the Tender Offer
Consideration or the Total Consideration, as applicable.

The "Total Consideration" for each $1,000 principal amount of
Notes validly tendered, and not validly withdrawn, prior to the
Consent Payment Deadline and accepted for purchase is $1,124.23.
The "Tender Offer Consideration" for each $1,000 principal amount
of Notes validly tendered, and not validly withdrawn, after the
Consent Payment Deadline but prior to the Expiration Date and
accepted for purchase is $1,094.23.  The Tender Offer
Consideration is the Total Consideration minus the Consent Payment
(as defined below).  Holders who validly tender, and do not
validly withdraw, Notes accepted for payment by the Company will
also receive accrued and unpaid interest from, and including, the
most recent interest payment date for the Notes to, but not
including, the applicable payment date.

The "Consent Payment" is an amount equal to $30.00 per $1,000
principal amount of Notes and will be payable only with respect to
each Note that is validly received, and not validly withdrawn, on
or before the Consent Payment Deadline.  The Consent Payment is
included in the Total Consideration and is not in addition to the
Total Consideration.  Holders may not tender Notes without
delivering consents with respect to such Notes, nor may Holders
give their consents in respect of any Notes they do not tender.

The tender offer and consent solicitation are subject to the
satisfaction or waiver of certain conditions as described in the
Offer to Purchase, including (1) receipt by the Company, on or
prior to the Initial Acceptance Date (as defined in the Offer to
Purchase), of net proceeds from a new debt financing or financings
on terms and conditions satisfactory to the Company which will in
the aggregate provide the

Company with funds sufficient to pay (x) the Total Consideration
(as defined below) in respect of all Notes (regardless of the
actual amount of Notes tendered) and (y) estimated fees and
expenses relating to the Offer to Purchase, (2) the consummation,
on or prior to the Initial Acceptance Date, of the Transactions
(as defined in the Offer to Purchase), and (3) that (a) Holders of
at least a majority in aggregate principal amount of outstanding
Notes validly deliver, and do not validly revoke, consents to
amend and supplement the Indenture to give effect to the proposed
amendments and (b) an amendment to the Indenture is executed by
the Company, certain guarantors party thereto and the Trustee.

Notes tendered pursuant to the tender offer may be validly
withdrawn and consents delivered pursuant to the consent
solicitation may be validly revoked at any time on or before 5:00
p.m., New York City time, on January 31, 2013 (the "Withdrawal
Deadline"). A Holder may not validly revoke a consent unless such
Holder validly withdraws such Holder's previously tendered Notes.
Any Notes tendered on or before the Withdrawal Deadline that are
not validly withdrawn before the Withdrawal Deadline may not be
withdrawn thereafter, and any Notes tendered after the Withdrawal
Deadline may not be withdrawn, unless in either case the Company
is otherwise required by applicable law to permit the withdrawal.
A valid withdrawal of tendered Notes on or before the Withdrawal
Deadline shall be deemed a valid revocation of the related
consent.

The proposed amendments to the Indenture would, among other
modifications, eliminate substantially all of the restrictive
covenants and certain events of default and modify certain related
provisions in the Indenture.  Holders of at least a majority in
principal amount of the Notes must consent to the amendments to
the Indenture for the amendments to the Indenture to become
effective.  Holders who deliver their consents before the Consent
Payment Deadline will receive the Consent Payment (included in the
Total Consideration) if the offer is consummated.

The Company has engaged Barclays Capital Inc. as dealer manager
and solicitation agent for the tender offer and consent
solicitation.  Persons with questions regarding the tender offer
and consent solicitation should contact Barclays Capital Inc. at
(800) 438-3242 (toll-free) or (212) 528-7581 (collect).  Requests
for  documents should be directed to D.F. King & Co., Inc., the
Information Agent and Tender Agent for the tender offer and
consent solicitation, at (212) 269-5550 (bankers and brokers) and
(800) 578-5378 (all others).

                       About Georgia Gulf

Georgia Gulf Corporation -- http://www.ggc.com-- is an integrated
North American manufacturer of two chemical lines, chlorovinyls
and aromatics, and manufactures vinyl-based building and home
improvement products.  The Company's vinyl-based building and home
improvement products, marketed under Royal Building Products and
Exterior Portfolio brands, include window profiles, patio doors,
mouldings, siding, pipe and pipe fittings, soffit, rain ware and
decking.  Georgia Gulf, headquartered in Atlanta, Georgia, has
manufacturing facilities

located throughout North America to provide industry-leading
service to customers.

                          *     *     *

As reported by the Troubled Company Reporter on January 17, 2013,
Standard & Poor's Ratings Services removed its corporate credit
rating on Georgia Gulf from CreditWatch, where it had been placed
on July 19, 2012, when the parties announced the merger.  S&P then
raised the rating to 'BB' from 'BB-'.


GEORGIA GULF: Moody's Rates $450MM Unsecured Notes 'Ba3'
--------------------------------------------------------
Moody's Investors Service assigned at Ba3 rating to Georgia Gulf
Corporation's (GGC) $450 million of guaranteed senior unsecured
notes due 2023. Proceeds from the transaction plus some balance
sheet cash will be used to repay GGC's 9% senior secured notes due
2017 and pay fees and expenses. Moody's also affirmed GGC's
existing ratings and will withdraw the ratings on the secured
notes upon completion of the transaction. The outlook for GGC and
Eagle Spinco is stable. The assigned ratings are subject to
receipt of final documentation that is consistent with the draft
documentation provided. As PPG has received the required tax
letter and GGC has received its shareholder approval, the
transaction is expected to close by the end of the month.

"This transaction will significantly lower GGC's debt service
costs, despite being junior to the debt it is refinancing," stated
John Rogers, Senior Vice President at Moody's Investors Service.

Ratings assigned:

Georgia Gulf Corporation

  $450 million unsecured notes due 2021 -- Ba3 (LGD4, 69%)

Ratings affirmed:

Georgia Gulf Corporation

  Corporate Family Rating at Ba2

  Probability of Default Rating at Ba2-PD

  Speculative Grade Liquidity Rating at SGL-1

  Senior secured notes at Ba1 (LGD3, 36%)*

Eagle Spinco, Inc.

  $688 million unsecured notes due 2021 -- Ba3; assessment moved
  to (LGD4, 69%) from (LGD5, 81%)

*: the rating on these notes will be withdrawn upon completion of
   the transaction

Ratings Rationale

GGC's Ba2 CFR reflects its position as one of the largest
producers of chor alkali upon completion of the merger with Eagle
Spinco Inc. (the legal name of the chlor alkali and derivatives
business of PPG), strong financial metrics (pro forma Debt/EBITDA
of 2.6x and Retained Cash Flow/Net Debt of 26% based on an
estimate of full year 2012 results, including Moody's standard
adjustments), conservative financial policies, the improvement in
GGC's vertical back integration and the expectation that Gulf
Coast natural gas costs will provide a sustainable competitive
advantage for exports.

These notes will be guaranteed by most of GGC's domestic
subsidiaries and once the merger with the chlor alkali and
derivatives business (Eagle Spinco) of PPG Industries, Inc.'s
(PPG, Baa1, stable) is completed, the notes will be guaranteed by
Eagle Spinco's subsidiaries as well. These notes will be pari
passu with the notes issued by Eagle Spinco earlier this week. As
part of the transaction GGC will be changing its name to Axiall
Corporation.

GGC's speculative Grade Liquidity Rating of SGL-1 will be
supported post-merger by cash balances of roughly $140 million and
meaningful free cash flow generation. As part of the transaction,
GGC will move to a new $500 million ABL revolving credit facility
that will be undrawn at close. The key financial covenant in the
ABL is a springing consolidated Fixed Charge Coverage Ratio of
1:1. GGC is not expected to approach the level of borrowing that
would cause this covenant to be in effect (availability of less
than $62.5 million).

The outlook is currently stable. However, if the Aromatics and
Building Products segments begin contributing greater than 20% of
consolidated EBITDA, there could be some upside to the rating. A
downgrade is unlikely, but could be possible if there were
integration problems or a sustained weakening of credit metrics
(over 3.5x Debt/EBITDA & less than 15% Retained Cash Flow/Debt).

Georgia Gulf Corporation (GGC), headquartered in Atlanta, Georgia,
is a producer of commodity chemicals including chlorovinyls
(chlorine, caustic soda, vinyl chloride monomer, polyvinyl
chloride resins and vinyl compounds), PVC fabricated products
(pipe, siding, window profiles, moldings, etc.), and aromatics
(cumene, phenol and acetone). The company generated revenues of
$3.2 billion for the LTM ending September 30, 2012. On January 14,
2013, Moody's upgraded the ratings of GGC following the completion
of the company's merger with PPG's Commodity Chemicals Business.
The combined business is expected to have annual revenues of over
$5 billion.

The principal methodology used in rating Georgia Gulf Corporation
was the Global Chemical Industry Methodology published in December
2009. Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.


GEORGIA GULF: S&P Assigns BB Rating to $450MM Sr. Unsecured Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'BB'
senior unsecured debt rating and '3' recovery rating to Georgia
Gulf Corp.'s proposed offering of $450 million senior unsecured
notes due 2023.  The issue rating is the same as the 'BB'
corporate credit rating.  The '3' recovery rating indicates S&P's
expectation of meaningful (50%-70%) recovery in the event of a
payment default.

"At the same time, based on our updated recovery analysis, we
revised our recovery rating on Georgia Gulf subsidiary Eagle
Spinco Inc.'s proposed offering of $688 million of senior
unsecured notes due 2021 to '3' from '4'.  The 'BB' senior
unsecured debt rating on these notes and all our other ratings
on Georgia Gulf and Eagle Spinco remain unchanged," S&P said.

"The company plans to use proceeds of the $450 million notes
offering to redeem its $450 million 9% senior secured notes due
2017," said Standard & Poor's credit analyst Cynthia Werneth.

"The ratings reflect what we consider to be Georgia Gulf's "fair"
business risk profile following its planned merger with PPG
Industries' commodity chemicals business and its "significant"
financial risk profile.  We expect the key funds from operations
to total debt ratio to be about 25%.  For the entire corporate
credit rating rationale, see our research update on Georgia Gulf,
published Jan. 15, 2013, on RatingsDirect," S&P said.

RATINGS LIST

Rating Unchanged

Georgia Gulf Corp.
Corporate Credit Rating            BB/Stable/--

New Rating

Georgia Gulf Corp.
$450 mil. senior unsecured notes due 2023
Senior Unsecured                  BB
  Recovery Rating                  3

Issue Rating Unchanged; Recovery Rating Revised

Eagle Spinco Inc.
$688 mil. senior unsecured notes due 2021
                                   To          From
Senior Unsecured                  BB          BB
  Recovery Rating                  3           4


GIBRALTAR KENTUCKY: Jan. 24 Final Hearing on Case Conversion
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
will convene a final preliminary hearing on Jan. 24, 2013, at
1:30 p.m., to consider the motion to convert the Chapter 11 case
of Gibraltar Kentucky Development, LLC, to one under Chapter 7 of
the Bankruptcy Code.

Creditors Lindley, Kentucky Central Energy Partners, LLC, Kentucky
Central Energy Partners, B&G Energy and Sun Kentucky Central
Energy Co. ask the Court for the conversion of the Debtor's case.

In seeking the conversion, the Creditors claim, among other
things:

   -- During the pendency of the bankruptcy, the Debtor has failed
      to generate sufficient income to even pay the legal fees of
      the Debtor; and

   -- The Debtor's failure to proceed forward to generate revenues
      during the pendency of the case to pay its unsecured
      creditors and equity holders demonstrates that there is no
      likelihood of rehabilitation.

                     About Gibraltar Kentucky

Gibraltar Kentucky Development, LLC, filed a Chapter 11 bankruptcy
petition (Bankr. S.D. Fla. Case No. 12-13289) on Feb. 10, 2012, in
West Palm Beach, Florida.  Palm Beach Gardens-based Gibraltar
Kentucky says that it is not a small business debtor under 11
U.S.C. Sec. 101(51D).  Documents attached to the petition indicate
that McCaugh Energy LLC owns 42.15% of the "fee simple"
securities.

According to the Web site http://www.gibraltarenergygroup.com/
Gibraltar Kentucky is part of the Gibraltar Energy Group.  The
various companies of the group are involved with the drilling,
development and production of oil and gas, as well as, the sale of
coal and timber.  Offices are in Michigan and Florida and
investments are in Michigan and Kentucky.

Judge Erik P. Kimball presides over the case.  David L. Merrill,
Esq., at Talarchyk Merrill, LLC, serves as the Debtor's counsel.
The Debtor disclosed $175,395,449 in assets and $1,193,516 in
liabilities as of the Chapter 11 filing.  The petition was signed
by Bill Boyd, as manager.

Steven R. Turner, Trustee for Region 21, has informed the Court
that, until further notice, he will not appoint a committee of
creditors.


GIBRALTAR KENTUCKY: Plan Outline Hearing Continued Until Jan. 24
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
continued until Jan. 24, 2013, at 1:30 p.m., the hearing to
consider adequacy of information in the Amended Disclosure
Statement explaining Gibraltar Kentucky Development, LLC's
proposed Chapter 11 Plan.

As reported in the TCR on Nov. 28, 2012, Donald F. Walton, U.S.
Trustee for Region 21, asked the Court to deny approval of the
disclosure statement.  The U.S. Trustee said the Disclosure
Statement does not contain adequate information as required by
Section 1125 of the Bankruptcy Code.  According to the U.S
Trustee, the Disclosure Statement must, among other things:

   -- disclose the names the equity holders and amount of
      membership interests held by each party;

   -- provide more information regarding the Debtor's operations;
      and

   -- provide sufficient information regarding the potential
      income the Debtor may receive from litigation against The
      Lindley Group.

The TCR on Oct. 17 reported the terms of the Plan.  The Plan and
Disclosure Statement, filed Sept. 21, provides for this treatment
of claims:

   1. On the Effective Date, each holder of an allowed taxing
      authority claims will receive payment in full.

   2. Allowed general unsecured claims will be paid in full plus
      interest at 1% on the Confirmation Date.

   3. No plan payments other than full retention of paid for
      membership interests will be made to the equity interest
      holders of the Debtor.

A copy of the Disclosure Statement is available for free at
http://bankrupt.com/misc/GIBRALTAR_KENTUCKY_ds.pdf

                     About Gibraltar Kentucky

Gibraltar Kentucky Development, LLC, filed a Chapter 11 bankruptcy
petition (Bankr. S.D. Fla. Case No. 12-13289) on Feb. 10, 2012, in
West Palm Beach, Florida.  Palm Beach Gardens-based Gibraltar
Kentucky says that it is not a small business debtor under 11
U.S.C. Sec. 101(51D).  Documents attached to the petition indicate
that McCaugh Energy LLC owns 42.15% of the "fee simple"
securities.

According to the Web site http://www.gibraltarenergygroup.com/
Gibraltar Kentucky is part of the Gibraltar Energy Group.  The
various companies of the group are involved with the drilling,
development and production of oil and gas, as well as, the sale of
coal and timber.  Offices are in Michigan and Florida and
investments are in Michigan and Kentucky.

Judge Erik P. Kimball presides over the case.  David L. Merrill,
Esq., at Talarchyk Merrill, LLC, serves as the Debtor's counsel.
The Debtor disclosed $175,395,449 in assets and $1,193,516 in
liabilities as of the Chapter 11 filing.  The petition was signed
by Bill Boyd, as manager.

Steven R. Turner, Trustee for Region 21, has informed the Court
that, until further notice, he will not appoint a committee of
creditors.


GREAT BASIN: Voluntarily Delists Common Stock on NYSE MKT
---------------------------------------------------------
Great Basin Gold Ltd. formally notified NYSE MKT on Jan. 15, 2013,
of its intention to file a Form 25 - Notification of Removal from
Listing and/or Registration under Section 12(b) of the Securities
Exchange Act of 1934, as amended, with the SEC on or about Jan.
25, 2013.

The Company previously disclosed its intention to delist
voluntarily its common shares from NYSE MKT.  The management
believes that under the Company's current financial circumstances,
it is not practicable for the Company to maintain a plan of
compliance that would satisfy NYSE MKT's continued listing
requirements.  As such, the Board of Directors of the Company
determined that it is in the best interests of the Company to
delist voluntarily the Company's common stock from NYSE MKT.

The Company expects that the delisting will take effect on or
about Feb. 4, 2013.  The Company has not arranged for listing or
registration of its common shares on another national securities
exchange or for quotation of its common shares in a quotation
medium.

                      About Great Basin Gold

Great Basin Gold Ltd. is incorporated under the laws of the
Province of British Columbia and its registered address is 1108-
1030 West Georgia Street, in Vancouver BC, Canada.  Great Basin
Gold Ltd., including its subsidiaries is a mineral exploration and
development company with two operating assets, both in the
production build-up phase, the Hollister Project on the Carlin
Trend in Nevada, U.S.A, and the Burnstone Project in the
Witwatersrand Goldfields in South Africa.  Over and above the
exploration being conducted at the above mentioned properties,
greenfields exploration is being undertaken in Tanzania and
Mozambique.

On Sept. 18, 2012, Great Basin Gold Ltd. announced that its
principal South African subsidiary, Southgold Exploration (Pty)
Ltd., owner of the Burnstone mine, filed for protection under the
South African business rescue ("BR") procedures.

On Sept. 19, 2012, the Company made a Companies Creditors
Arrangement Act (Vancouver Registry 126583) following the business
rescue proceedings for the Burnstone mine that commenced Sept. 14,
2012, as a result of the termination of all development and
production activities at the mine on Sept. 11, 2012.  CCAA is a
Canadian insolvency statute which will allow the Company a period
of time to seek buyers and partners for its two gold mining
projects and/or corporate level financiers in an effort to
restructure the Company.

Operating and development activities were suspended at the
Burnstone mine in early September 2012 which created a default
under the loan agreement.  Term loan 1 will be restructured or
settled under the Business rescue proceedings of the South African
subsidiary owing title to the Burnstone mine as well as the CCAA
filing by the Company.  As a result of the default the outstanding
amounts have been disclosed as current.

Under the CCAA proceedings, the stay of any potential creditor
lawsuits was extended until Jan. 14, 2013.  There have been no
updates of the CCAA proceedings as of January 17.


GLYECO INC: Amends Report on ARI Assets Acquisition
---------------------------------------------------
On Oct. 9, 2012, and subsequently amended on Nov. 1, 2012, GlyEco
Acquisition Corp. #6, a wholly-owned subsidiary of GlyEco, Inc.,
acquired the business and all of the glycol-related assets of
Antifreeze Recycling, Inc., effective Oct. 29, 2012, pursuant to
the Asset Purchase Agreement, dated Oct. 3, 2012, as amended.

The Company further amended the Form 8-K to file as exhibits the
required financial statements of ARI and pro forma financial
information of the Company required by Item 9.01(a) and (b) of
Form 8-K and Regulation S-X promulgated by the Commission.

Copies of the exhibits are available for free at:

                        http://is.gd/6EcgdE
                        http://is.gd/NyOKSg
                        http://is.gd/ORvAcw

                         About GlyEco, Inc.

Phoenix, Ariz.-based GlyEco, Inc., is a green chemistry company
formed to roll-out its proprietary and patent pending glycol
recycling technology that transforms waste glycols, a hazardous
material, into profitable green products.

Jorgensen & Co., in Lehi, Utah, expressed substantial doubt about
GlyEco's ability to continue as a going concern, following the
Company's results for the fiscal year ended Dec. 31, 2011.  The
independent auditors noted that the Company has not yet achieved
profitable operations and is dependent on the Company's ability to
raise capital from stockholders or other sources and other factors
to sustain operations.

The Company's balance sheet at Sept. 30, 2012, showed $1.55
million in total assets, $2.24 million in total liabilities and a
$685,243 total stockholders' deficit.


GULF FLEET: Court Rules on Summary Judgment Bid in Triple C Suit
----------------------------------------------------------------
Bankruptcy Judge Robert Summerhays granted, in part, and denied,
in part, the motion for summary judgment filed by Alan Goodman,
the trustee of the Gulf Fleet Liquidating Trust, in his adversary
proceeding against Triple "C" Marine Salvage, Inc.

Triple "C" supplies used equipment and parts for marine vessels.
In November 2009, Gulf Fleet purchased four reconditioned capstans
for installation on its vessels.  Two of the capstans, represented
by invoice number 20091201-C, were delivered on Nov. 25, 2009. One
of these capstans was installed on the M\V Miss Emma Jo and the
other was installed on the M\V Gulf Pride. The other two capstans,
represented by invoice number 20091212-C, were installed on the
M\V Gulf Quest and the M\V Gulf Carrier.  The summary judgment
record does not establish when these two capstans were actually
delivered.  The invoice for the first two capstans is dated
December 1, 2009 and reflects a purchase price of $13,000.  The
invoice for the other two capstans is dated December 11, 2009 and
reflects a purchase price of $14,400.  Gulf Fleet paid invoice
number 20091201-C with a check issued on Feb. 9, 2010. This check
cleared on Feb. 16, 2010.  Gulf Fleet paid invoice number
20091212-C with a check dated Feb. 23, 2010. This check cleared on
Feb. 25, 2010.

After Gulf Fleet filed for Chapter 11 in May 2010, Comerica Bank
filed a proof of claim in the bankruptcy case asserting a secured
claim totaling $38,126,869.78 and asserting a security interest in
all of the vessels owned by the Debtors, including the four
vessels on which the capstans purchased from Triple "C" were
installed.  The court subsequently approved Gulf Fleet's motion to
sell certain vessels, including the four vessels, free and clear
of all liens and interests.

Based on the sale orders and Gulf Fleet's confirmed plan of
reorganization, Comerica Bank received a distribution from the
proceeds of the sales.  Because the proceeds were insufficient to
satisfy Comerica's claim, Comerica retained an unsecured
deficiency claim.

Gulf Fleet's confirmed plan of reorganization created the Gulf
Fleet Liquidating Trust, which was charged, inter alia, with
liquidating the remaining assets and claims of Gulf Fleet. The
plan transferred certain avoidance actions to the trust.  Alan
Goodman was subsequently appointed trustee of the Gulf Fleet
Liquidating Trust.

On Feb. 16, 2012, the Trustee commenced the adversary proceeding
seeking to avoid the two payments to Triple "C" under 11 U.S.C.
Sec. 547 as avoidable preferences.

The case is, ALAN GOODMAN, TRUSTEE FOR THE GULF FLEET LIQUIDATING
TRUST, Plaintiff v. TRIPLE "C" MARINE SALVAGE, INC., Defendant,
Adv. Proc. No. 12-05024 (Bankr. W.D. La.).  A copy of the Court's
Jan. 16, 2013 Reasons for Decision is available at
http://is.gd/5IMi40from Leagle.com.

                         About Gulf Fleet

Lafayette, Lousiana-based Gulf Fleet Holdings, Inc. -- along with
affiliates Star Marine, LLC; Gulf Wind, LLC; Gulf Service, LLC;
Gulf Worker, LLC; Hercules Marine, LLC; Gulf Fleet, LLC; Gulf
Fleet Marine, Inc.; Gulf Fleet Management, LLC; Gulf Fleet
Offshore, LLC; and Gulf Ocean Marine Services, LLC -- filed for
Chapter 11 bankruptcy protection on May 14, 2010 (Bankr. W.D. La.
Case No. 10-50713).

Gulf Fleet owned and operated a fleet of offshore and fast supply
vessels that supported oil and gas exploration and production
companies and other oilfield service companies.  Gulf Fleet also
operated an independent vessel brokerage business.

Gulf Fleet estimated $100 million to $500 million in assets and
$50 million to $100 million in debts in its Chapter 11 petition.
In their schedules, affiliate Gulf Fleet, LLC, disclosed
$2,088,277 in assets and $83,891,116 in liabilities; Gulf Fleet
Management, LLC, disclosed $943,256 in assets and $45,071,399 in
liabilities; and Gulf Ocean Marine Services, LLC, disclosed
$15,777,138 in assets and $79,513,230 in liabilities.

R. Michael Bolen, U.S. Trustee for Region 5 appointed seven
members to the official committee of unsecured creditors.  The
Committee is represented by Alan H. Goodman, Esq., Christopher D.
Johnson, Esq., and Hugh M. Ray, Jr., Esq.


HEALOGICS INC: Moody's Affirms 'B2' CFR; Rates Facilities 'B1'
--------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Healogics,
Inc.'s proposed $320 million senior secured first lien credit
facilities, consisting of a $30 million revolver expiring 2018 and
a $290 million first lien term loan due 2019. In addition, Moody's
assigned a Caa1 rating to the proposed $110 million second lien
term loan due 2020. Healogics' B2 Corporate Family Rating and B2-
PD Probability of Default Ratings are affirmed. The outlook is
stable.

Proceeds from the new credit facilities will be used to refinance
the existing debt, pay about $50 million in special dividends to
shareholders and cover transaction fees and expenses associated
with the refinancing.

Following is a summary of Moody's ratings actions for Healogics,
Inc.:

Ratings assigned:

  $30 million first lien revolver expiring 2018 at B1 (LGD 3,
  35%)

  $290 million first lien term loan due 2019 at B1 (LGD 3, 35%)

  $120 million second lien term loan due 2020 at Caa1 (LGD 5,
  87%)

Ratings unchanged:

  Corporate Family Rating at B2

  Probability of Default Rating at B2-PD

Ratings to be withdrawn upon completion of the refinancing:

  $30m Sr. Sec. 1st lien revolver due 2017 at B1 (LGD 3, 35%)

  $250m Sr. Sec. 1st lien due 2017 at B1 (LGD 3, 35%)

  $75m Sr Sec. 2nd Lien due 2018 at Caa1 (LGD 5, 86%)

Rating Rationale

Healogics' B2 Corporate Family Rating reflects the company's small
revenue base just above $250 million, high leverage at 5.8 times,
(incorporating Moody's standard accounting adjustments), and its
narrow product focus on wound care management. The rating is also
constrained by the small size, early stage of development of the
wound care market and shareholder orientation. The rating benefits
from good customer and geographic diversification and no
government pay reimbursement risk.

The stable rating outlook reflects Moody's expectation that the
company will continue to see stable non-acquired growth in the low
double-digit range. The stable outlook also encompasses Moody's
expectation that the company will delever.

Given the small revenue size and product concentration, Moody's
does not anticipate upgrading the rating in the near-term.
However, Moody's could consider an upgrade should the company
materially increase its size, while also reducing leverage such
that it approaches 4 times. In addition, Moody's would also be
looking for the company to improve its liquidity profile.

The rating could be downgraded should the company become free cash
flow negative, take on additional debt for acquisitions or becomes
more shareholder orientated and further decapitalize the company.
The rating could also be lowered if profitability weakens over the
medium term such that leverage remains about 5.5 times on a
sustained basis.

The principal methodologies used in rating Healogics were Global
Business & Consumer Service Industry published in October 2010,
and Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.
Other methodologies and factors that may have been considered in
the process of rating this issuer can also be found on Moody's
website.

Headquartered in Jacksonville, Fl., Healogics provides management
services and the latest technology and expertise in wound healing
to its client hospitals. The company partners with hospitals to
establish, staff and run specialized wound care centers that treat
patient with chronic, non-healing wounds brought on primarily by
old-age and ailments such as diabetes and obesity. Healogics is
owned by private equity sponsor Metalmark Capital.


HOSTESS BRANDS: Bakers Fund Adds Gordian to Advisory Team
---------------------------------------------------------
The Bakery and Confectionery Union and Industry International
Pension Fund (Bakers Fund) on Jan. 19 disclosed that it has
engaged the prominent New York distressed investment banking firm,
Gordian Group, LLC, in connection with Hostess Brands' chapter 11
cases currently pending in the Bankruptcy Court for the Southern
District of New York.

"We are making every effort for our members by working to preserve
their jobs and pension benefits, and assisting with the
continuation of Hostess' business and operations.  We are
delighted to add Gordian's firepower to our advisory team," said
David Durkee, President of the Bakery, Confectionery, Tobacco
Workers and Grain Millers International Union and Chairman of the
Bakers Fund.  "They have a long and excellent track record in
distressed financial situations and we are pleased that they are
now working with us."

"Given the sale process that is underway, we believe the Bakers
working with a buyer create the opportunity to increase value and
are pivotal to the success of the business.  Buyers should know
that the Bakers are very interested in having direct discussions
with them," commented Gordian's President and Head of
Restructuring and Distressed M&A, Peter Kaufman.  "The Bakers are
here to work with bidders in any way as our sole goal is to
maximize jobs and pension benefits for our members," said Mr.
Durkee.  "We are looking to support and work with well-capitalized
bidders."

Mr. Kaufman added, "Our mission here is a critical one, and we aim
to assist the Bakers' leadership and counsel in working with
interested bidders to preserve jobs, providing a seamless restart
of baking operations, and achieving the best possible outcome for
the Bakers' members under these difficult circumstances."

Gordian distinguishes itself from other investment banks, among
other ways, by providing conflict-free advice.  Gordian has no
institutional loyalties to funds or bondholders, including those
in the Hostess Brands capital structure.

Gordian was named Outstanding Investment Banking Firm of 2011 by
Turnarounds & Workouts magazine.  Gordian has provided expert
investment banking advice on a variety of high-profile corporate
restructurings, including American Airlines (on behalf of the
Transport Workers Union), Alamo/National Rent-a-Car, Ambac,
General Motors, LTV Steel and many others. Kaufman and Gordian CEO
Henry F. Owsley are co-authors of the definitive book on
distressed investment banking.

                       About Hostess Brands

Founded in 1930, Irving, Texas-based Hostess Brands Inc., is known
for iconic brands such as Butternut, Ding Dongs, Dolly Madison,
Drake's, Home Pride, Ho Hos, Hostess, Merita, Nature's Pride,
Twinkies and Wonder.  Hostess has 36 bakeries, 565 distribution
centers and 570 outlets in 49 states.

Hostess filed for Chapter 11 bankruptcy protection early morning
on Jan. 11, 2011 (Bankr. S.D.N.Y. Case Nos. 12-22051 through
12-22056) in White Plains, New York.  DHostess Brands disclosed
assets of $982 million and liabilities of $1.43 billion as of the
Chapter 11 filing.

The bankruptcy filing was made two years after predecessors
Interstate Bakeries Corp. and its affiliates emerged from
bankruptcy (Bankr. W.D. Mo. Case No. 04-45814).

In the new Chapter 11 case, Hostess has hired Jones Day as
bankruptcy counsel; Stinson Morrison Hecker LLP as general
corporate counsel and conflicts counsel; Perella Weinberg Partners
LP as investment bankers, FTI Consulting, Inc. to provide an
interim treasurer and additional personnel for the Debtors, and
Kurtzman Carson Consultants LLC as administrative agent.

Matthew Feldman, Esq., at Willkie Farr & Gallagher, and Harry
Wilson, the head of turnaround and restructuring firm MAEVA
Advisors, are representing the Teamsters union.

Attorneys for The Bakery, Confectionery, Tobacco Workers and Grain
Millers International Union and Bakery & Confectionery Union &
Industry International Pension Fund are Jeffrey R. Freund, Esq.,
at Bredhoff & Kaiser, P.L.L.C.; and Ancela R. Nastasi, Esq., David
A. Rosenzweig, Esq., and Camisha L. Simmons, Esq., at Fulbright &
Jaworski L.L.P.

The official committee of unsecured creditors selected New York
law firm Kramer Levin Naftalis & Frankel LLP as its counsel. Tom
Mayer and Ken Eckstein head the legal team for the committee.

Hostess Brands in mid-November opted to pursue the orderly wind
down of its business and sale of its assets after the Bakery,
Confectionery, Tobacco and Grain Millers Union (BCTGM) commenced a
nationwide strike.  The Debtor failed to reach an agreement with
BCTGM on contract changes.  Hostess Brands said it intends to
retain approximately 3,200 employees to assist with the initial
phase of the wind down. Employee headcount is expected to decrease
by 94% within the first 16 weeks of the wind down.  The entire
process is expected to be completed in one year.


HOSTESS BRANDS: Jan. 25 Hearing on Unions' Bid for Trustee
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
will convene a hearing on Jan. 25, 2013, at 10 a.m., to consider
approval of a motion to appoint a Chapter 11 trustee for Hostess
Brands Inc., et al.  Objections, if any, are due Jan. 18, 2013.

As reported in the TCR on Nov. 29, 2012, Silver Point Finance LLC,
the Debtors' DIP lender, challenged the request of the Bakery,
Confectionery, Tobacco Workers and Grain Millers International
Union, and the Bakery and Confectionery Union and Industry
International Pension Fund to replace the Debtors' management with
a chapter 11 trustee to oversee the bankruptcy estate.  The RWDSU
and Industry Pension Fund; the IUOE Stationary Engineers Local 39,
Local 101, Local 286, Local 399, Local 627 and Local 926;
Stationary Engineers Local 39 Pension Trust Fund; and Stationary
Engineers Local 39 Annuity Trust Fund have filed a joinder to the
motion to appoint a Chapter 11 trustee.

The unions said appointment of a chapter 11 trustee is the
required -- and most advantageous -- mechanism for orderly
liquidation of these estates and conclusion of the bankruptcy
cases.  The unions pointed out the Debtors have admitted (or at
minimum, alluded) to three distinct and independent grounds that
require appointment of a Chapter 11 trustee:

     (i) The Debtors have filed pleadings which substantiate
         the continuing and substantial diminution to these
         estates alongside their inability to "rehabilitate"
         (i.e., continue as a going concern);

    (ii) As evidenced by the plan the Debtors filed in October
         2012, a plan premised on the unachievable condition that
         certain administrative and priority creditors agree to
         waive their claims -- at this juncture, it is impossible
         for the Debtors to propose any confirmable plan; and

   (iii) While the Debtors admit that they are on the precipice
         of administrative insolvency, the evidence adduced at
         the final hearing on the Wind-Down Motion will show
         that to the contrary, these cases are currently
         administratively insolvent.

Silver Point argued that there simply is no need for a replacement
fiduciary to oversee the Debtors' winddown.   Silver Point also
said the unions' statements regarding administrative insolvency
and plan confirmation are simply untrue.  According to Silver
Point, the Debtors need not "rehabilitate" themselves to stave off
a trustee appointment, and  appointment of a chapter 11 trustee
would do nothing to enhance administrative solvency or the
prospects for "rehabilitation" or confirmation of a plan in these
cases.

Silver Point serves as (i) administrative and collateral agent
under the Debtor-in-Possession Credit, Guaranty and Security
Agreement, dated as of Jan. 12, 2012; (ii) administrative and
collateral agent under the Credit and Guaranty Agreement, dated as
of Feb. 3, 2009; and (iii) administrative and collateral agent
under the Third Lien Credit and Guaranty Agreement, dated as of
Feb. 3, 2009.

"What is 'in the interests of creditors?'  The evidence
overwhelmingly leads only to one answer: the Debtors' management
should be allowed to implement the winddown that was approved on
an interim basis at the last hearing.  Other significant creditor
constituencies, including the Creditors' Committee and the pre-
petition revolving lenders, agree.  Respectfully, the self-
serving, contrary views of the [Bakers union], whose actions
throughout these cases have consistently proven antithetical to
the interests of the Debtors' creditors, should not be allowed to
override those of the estates' fiduciaries and their principal
economic stakeholders," Silver Point said.

                       About Hostess Brands

Founded in 1930, Irving, Texas-based Hostess Brands Inc., is known
for iconic brands such as Butternut, Ding Dongs, Dolly Madison,
Drake's, Home Pride, Ho Hos, Hostess, Merita, Nature's Pride,
Twinkies and Wonder.  Hostess has 36 bakeries, 565 distribution
centers and 570 outlets in 49 states.

Hostess filed for Chapter 11 bankruptcy protection early morning
on Jan. 11, 2011 (Bankr. S.D.N.Y. Case Nos. 12-22051 through
12-22056) in White Plains, New York.  DHostess Brands disclosed
assets of $982 million and liabilities of $1.43 billion as of the
Chapter 11 filing.

The bankruptcy filing was made two years after predecessors
Interstate Bakeries Corp. and its affiliates emerged from
bankruptcy (Bankr. W.D. Mo. Case No. 04-45814).

In the new Chapter 11 case, Hostess has hired Jones Day as
bankruptcy counsel; Stinson Morrison Hecker LLP as general
corporate counsel and conflicts counsel; Perella Weinberg Partners
LP as investment bankers, FTI Consulting, Inc. to provide an
interim treasurer and additional personnel for the Debtors, and
Kurtzman Carson Consultants LLC as administrative agent.

Matthew Feldman, Esq., at Willkie Farr & Gallagher, and Harry
Wilson, the head of turnaround and restructuring firm MAEVA
Advisors, are representing the Teamsters union.

Attorneys for The Bakery, Confectionery, Tobacco Workers and Grain
Millers International Union and Bakery & Confectionery Union &
Industry International Pension Fund are Jeffrey R. Freund, Esq.,
at Bredhoff & Kaiser, P.L.L.C.; and Ancela R. Nastasi, Esq., David
A. Rosenzweig, Esq., and Camisha L. Simmons, Esq., at Fulbright &
Jaworski L.L.P.

The official committee of unsecured creditors selected New York
law firm Kramer Levin Naftalis & Frankel LLP as its counsel. Tom
Mayer and Ken Eckstein head the legal team for the committee.

Hostess Brands in mid-November opted to pursue the orderly wind
down of its business and sale of its assets after the Bakery,
Confectionery, Tobacco and Grain Millers Union (BCTGM) commenced a
nationwide strike.  The Debtor failed to reach an agreement with
BCTGM on contract changes.  Hostess Brands said it intends to
retain approximately 3,200 employees to assist with the initial
phase of the wind down. Employee headcount is expected to decrease
by 94% within the first 16 weeks of the wind down.  The entire
process is expected to be completed in one year.


HOWREY LLP: Trustee Has New Approach on Accord With Ex-Partners
---------------------------------------------------------------
Sara Randazzo, writing for The Am Law Daily, reports that Allan
Diamond, the trustee overseeing the Chapter 11 bankruptcy of
Howrey LLP, says he is seeking about $100 million in clawback
claims for money paid to former partners when the firm was likely
insolvent, as well as an estimated up to $100 million more for so-
called unfinished business claims stemming from work those
partners took with them to their new firms.  The report notes a
total of 71 firms hired the 302 partners streaming out of Howrey
in the months leading up to its March 2011 dissolution.

According to the report, Mr. Diamond says he plans to take a new
approach to reach settlements in the Howrey case by presenting law
firms with a bundled settlement plan that includes both the claims
against individual partners and the unfinished business claims
against the firm.  Mr. Diamond also says he'll approach each
settlement "with a rational model based upon the strength of my
claim at various points in time."  Mr. Diamond groups the 71 firms
into a few categories:

     -- About 20 to 25 firms that he's been talking to for months
        and hopes to settle by using an all-in-one proposal;

     -- others who want him to speak directly with partners rather
        than presenting the claims together; and

     -- less than 10 firms in what he calls a "go stick it in your
        ear" camp that refuse to cooperate.

Am Law Daily relates Mr. Diamond won't say which firms fall into
which camp, but the ones with potentially the largest dollar
amounts at stake are easy to spot.  Baker & Hostetler, Baker
Botts, Jones Day, and Winston & Strawn all took in at least 10
partners.  Morgan, Lewis & Bockius; Perkins Coie; and Pillsbury
Winthrop Shaw Pittman each hired a considerable number as well.

According to the report, most firms either had no comment or did
not immediately respond to a request for comment.  A Perkins Coie
spokesman said the firm plans to cooperate with the trustee and
"respond to all reasonable requests".

Am Law Daily notes that Mr. Diamond's claims are a common source
of recovery in law firm bankruptcies.  The report points out that:

     -- In the Chapter 11 case of Dewey & LeBoeuf, the estate's
        advisers hope to collect some $70 million from former
        partners as part of a "rough justice" settlement currently
        awaiting final approval in federal bankruptcy court in New
        York. Unfinished business settlements with firms that
        Dewey partners landed at are in the works as well.

     -- Thelen LLP, which dissolved in 2008 and filed for
        Chapter 7 bankruptcy in 2009, continues to reach
        settlements with former partners years later. Most
        recently, eight former partners agreed to pay back a
        collective $475,000, according to a Law360 report. On the
        unfinished business front, Thelen has collected at least
        $1.9 million from successor firms, court filings show.

                          McGrane Lawsuit

Am Law Daily also reports that Mr. Diamond said settlement talks
with successor firms could have been further along by now but
slowed last fall when San Francisco attorney William McGrane filed
a purported class action against all 302 former Howrey partners.
The report relates the lawsuit, filed Nov. 1, uses an
interpretation of the bankruptcy code to claim the attorneys are
so-called Howrey "alter egos," meaning they are equally
responsible for the firm's debts.  Filed by Mr. McGrane -- who
also pushed Howrey into involuntary bankruptcy in April 2011 and
served for a time on the unsecured creditors committee -- the
plaintiff in the case is Howrey Claims LLC, a company incorporated
in Georgia that on October 31 bought the $994.25 unsecured claim
of court reporting agency Jan Brown & Associates.

According to Am Law Daily, at a two-hour hearing earlier this
month, U.S. Bankruptcy Court Judge Martin Glenn scrutinized Mr.
McGrane's suit, ultimately saying from the bench that "I think the
right remedy in my view is to simply dismiss the complaint."  The
report notes no official ruling has been filed with the court, and
Mr. McGrane said via e-mail that he plans to appeal any dismissal.

                         About Howrey LLP

Three creditors filed an involuntary Chapter 7 petition (Bankr.
N.D. Calif. Case No. 11-31376) on April 11, 2011, against the
remnants of the Washington-based law firm Howrey LLP.  The filing
was in San Francisco, where the firm had an office.  The firm
previously was known as Howrey & Simon and Howrey Simon Arnold &
White LLP.  The firm at one time had more than 700 lawyers in 17
offices.  The partners voted to dissolve in March 2011.

The firm specialized in antitrust and intellectual-property
matters.  The three creditors filing the involuntary petition
together have $36,600 in claims, according to their petition.

The involuntary chapter 7 petition was converted to a chapter 11
case in June 2011 at the request of the firm.  In its schedules
filed in July, the Debtor disclosed assets of $138.7 million and
liabilities of $107.0 million.

Representing Citibank, the firm's largest creditor, is Kelley
Cornish, Esq., a partner at Paul, Weiss, Rifkind, Wharton &
Garrison.  Representing Howrey is H. Jason Gold, Esq., a partner
at Wiley Rein.

The Official Committee of Unsecured Creditors is represented in
the case by Bradford F. Englander, Esq., at Whiteford, Taylor And
Preston LLP.

In September 2011, Citibank sought conversion of the Debtor's case
to Chapter 7 or, in the alternative, appointment of a Chapter 11
Trustee.  The Court entered an order appointing a Chapter 11
Trustee. In October 2011, Allan B. Diamond was named as Trustee.


INLAND EMPIRE: Left Hazardous Materials at Plant, Says Lessor
-------------------------------------------------------------
The Odessa Public Development Authority asks the Bankruptcy Court
to lift the stay to permit the removal of property including
certain hazardous property left by debtor Inland Empire Oilseeds,
LLC at a property it used as a biodiesel plant, and disposing of
it as required by non-bankruptcy law.

Inland Empire Oilseeds was sent to Chapter 11 bankruptcy by a
group of creditors and a week later opted to seek Chapter 7
liquidation.

Inland Empire and OPDA entered into a lease dated Dec. 6, 2006,
providing for a lease of premises and personal property located at
Odessa, Washington, for the purpose of operating a biodiesel
manufacturing plant.  The lease was set to expire June 5, 2017.

The Debtor was required to pay annual lease payments in variable
amounts, ranging from $35,500 to as much as $418,719.  Interest
accrues on delinquent rent at the rate of $12 per annum.

The Debtor has failed to make the required lease payments to OPDA.
Prepetition lease payments are delinquent for the years of 2008
through 2012 totaling $2.62 million plus interest.

Prior to the filing of its Chapter 7 case, the Debtor ceased
operations at the plan.  The Debtor has abandoned the plant, but
has left numerous items of personal property therein.  Included in
the Debtor's inventory are methanol and acid, which are hazardous
materials and which would cause severe contamination and other
damage should they freeze and their containers burst.

Accordingly, OPDA asks the Bankruptcy Court to lift the stay to
permit the removal of all property, and to permit effective Jan.
21, 2012, OPDA to take immediate temporary possession and control
of the plant.

OPDA was not among the creditors who signed an involuntary Chapter
11 petition for the Debtor.

Five alleged creditors of Inland Empire Oilseeds, LLC, filed an
involuntary Chapter 11 petition for Inland Empire Oilseeds LLC
(Bankr. E.D. Wash. Case No. 12-05395) on Dec. 21, 2012.

Creditors who signed the Chapter 11 petition include AgVentures
NW, LLC, which claims to be owed $1.2 million.  The petitioners
are represented by Kevin O'Rourke, Esq., at Southwell & O'Rourke,
in Spokane.

On Dec. 27, 2012, Inland Empire filed a Chapter 7 bankruptcy
petition (Bankr. Case No. 12-05426), declaring $1 million to $10
million in assets and liabilities.

The Debtor is represented by:

         William L Hames, Esq.
         HAMES ANDERSON & WHITLOWS PS
         PO Box 5498
         Kennewick, WA 99336-0498
         Tel: 509 586-7797
         Fax: 509 586-3674
         E-mail: billh@hawlaw.com

OPDA is represented by:

         Ian Ledlin, Esq.
         PHILLABAUM LEDLIN MATTHEWS & SHELDON PLLC
         421 w. Riverside Avenue #900
         Spokane, WA 99201
         Tel: (509) 838-6055


INTERFACE SECURITY: S&P Gives 'B-' CCR; Rates $230MM Notes 'B-'
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating to St. Louis, Mo.-based Interface Security Systems
Holdings Inc.  The outlook is stable.

At the same time, S&P assigned a 'B-' issue rating with a recovery
rating of '4' to the company's $230 million senior secured notes,
which indicates S&P's expectation for (30% to 50%) average
recovery for lenders in the event of default.  Interface Security
Systems LLC is a co-issuer to the debt

The company also plans to issue a $45 million revolving credit
facility (unfunded at closing), which S&P do not rate.

After the announcement of preliminary transaction terms, Interface
upsized its original senior note issuance by $5 million to
$230 million, which has minimal impact on credit metrics, and has
no impact on credit rating, outlook, or recovery rating.

"The rating on Interface reflects the company's 'highly leveraged'
financial risk profile, with expected lease-adjusted pro forma
debt to EBITDA of about 9x in 2013," said Standard & Poor's credit
analyst Katarzyna Nolan.  Our assessment of the company's
"vulnerable" business risk profile takes into account the
company's modest scale, its highly competitive industry, and its
concentrated customer base.  Positive factors include Interface's
growing recurring revenue base, as well as its unique bundled
service offering that combines physical security and secured
network solutions and results in above-industry average revenue
per user (ARPU).

Interface provides physical security and secured network services
to approximately 107,000 customer sites in the U.S.  The company's
customers include primarily large, commercial, multisite
customers.  Its physical security solutions include alarm/event
monitoring, interactive video surveillance, managed access control
and fire safety systems.  Interface's secured network services
include secured managed broadband (SMB), payment card industry
(PCI) compliance, and managed digital voice services.

"In our view, Interface has a vulnerable business risk profile.
Interface has a limited scale and it operates in a highly
fragmented industry where it faces competition from much larger
alarm monitoring companies, cable companies, and cloud-based
managed service providers.  Based on the company's revenues of
about $104 million for the 12 months ended Sept. 30, 2012,
Interface was approximately three times smaller than second-tier
alarm monitoring companies like Protection One and Monitronics.
In addition, Interface's customer concentration is high with its
top-10 customers accounting for approximately 39% of its recurring
monthly revenue (RMR) and its largest customer accounting for
approximately 19% of the company's RMR.  This is partly offset by
the fact that the company's largest customers are the multiple-
site national accounts that are significantly "stickier" than
other commercial customers.

Interface attempts to differentiate itself from its large
competitors by offering a suite of bundled services, which reduces
costs for its customers and allows the company to generate an
above-industry ARPU.  In addition, bundled customer attrition is
lower due to the custom configuration of each security solution
and the significant switching costs.  The company's average ARPU
for new bundled customers as of Sept. 30, 2012, was approximately
$127 versus $25 to $50 for traditional residential alarm customers
and its average net attrition rate was approximately 7.3% (4.2%
for national accounts), below the alarm monitoring industry
average of about 12%.

In the nine months ended Sept. 30, 2012, Interface's revenues
increased by approximately 26%, reflecting growth in the
subscriber base, higher ARPU, and the revenue contribution from
the acquisition of Westec.  S&P expects the company's revenue to
rise by approximately 20% in 2013, reflecting continued growth in
the subscriber base, fueled by the company's channel partnerships,
as well as sales of secured network bundled offerings and
interactive video services.  In addition, the company has a
substantial contracted backlog and sales pipeline.  S&P also
expect an improvement in EBITDA margins because of the greater
revenues that new contracts are generating as the company sells
more secured network features and interactive video services.  In
S&P's assessment, the company's management and governance is
"fair".

Interface's financial risk profile is highly leveraged.  S&P
expects pro forma lease-adjusted debt to adjusted EBITDA to
decrease to around 9x in 2013 from the high-9x area in 2012.  S&P
adjusts EBITDA to reflect costs that the company has to incur to
offset attrition.  S&P expects a modest leverage improvement in
2014 and beyond, as a result of EBITDA growth rather than debt
reduction.

The stable outlook reflects S&P's expectation that the company
will achieve somewhat improved credit metrics from the current
weak levels over the next year through revenue and EBITDA growth.

An upgrade in the next 12 months is unlikely, given the company's
highly leveraged financial profile and S&P's view that it will
continue using debt to finance growth rather than repay debt.  S&P
could lower the rating if account creation costs increase or if
industry conditions deteriorate such that the company can't
internally fund attrition, or if its financial covenants under
the revolving facility are stressed.


INTERFAITH MEDICAL: Okayed to Pay $2.5MM to Critical Vendors
------------------------------------------------------------
The Hon. Carla E. Craig of the U.S. Bankruptcy Court for the
Eastern District of New York authorized, on a final basis,
Interfaith Medical Center, Inc., to pay in the ordinary course of
its business, the critical vendor claims in amounts not to exceed
$2.5 million.

Headquartered in Brooklyn, New York, Interfaith Medical Center,
Inc., operates a 287-bed hospital on Atlantic Avenue in Bedford-
Stuyvesant and an ambulatory care network of eight clinics in
central Brooklyn, in Crown Heights and Bedford-Stuyvesant.

The Company filed for Chapter 11 protection (Bankruptcy E.D.N.Y.
Case No. 12-48226) on Dec. 2, 2012.  The Debtor estimated assets
and debts of $100 million to $500 million.

Alan J. Lipkin, Esq., at Willkie Farr & Gallagher LLP, serves as
bankruptcy counsel to the Debtor.  Nixon Peabody LLP is the
special corporate and healthcare counsel.


INTERFAITH MEDICAL: Eric M. Huebscher OK'd as P. Care Ombudsman
---------------------------------------------------------------
The Hon. Carla E. Craig of the U.S. Bankruptcy Court for the
Eastern District of New York approved the appointment of a patient
care ombudsman in the Chapter 11 case of Interfaith Medical
Center, Inc.:

         Eric M. Huebscher
         Huebscher & Co
         630 3rd Avenue, 21st Floor
         New York, NY 10017
         Tel: (646) 584-3141
         Fax: (212) 202-3503
         E-mail: ehuebscher@huebscherconsulting.com

As reported in the TCR on Jan. 11, 2013, the Debtor failed in its
effort to escape appointment of a patient care ombudsman in its
Chapter 11 case.  The Debtor sought a determination from the
bankruptcy judge that an ombudsman is not required at this time in
light of its "extensive internal quality management procedures as
well as oversight from numerous government agencies and
professional associations."

In an order entered Dec. 28, Bankruptcy Judge Carla E. Craig
denied the Debtor's motion and ordered the U.S. Trustee to name an
ombudsman pursuant to 11 U.S.C. Sec. 333.

Tracy Hope Davis, the U.S. Trustee for Region 2, insisted that an
ombudsman is necessary.  The Official Committee of Unsecured
Creditors filed a joinder to the U.S. Trustee's objection.

The patient care ombudsman is expected to, among other things:

   1) monitor the quality of patient care provided to patients of
      the Debtor, to the extent necessary under the circumstances,
      including interviewing patients and physicians;

   2) not later than 60 days after the date of appointment, and
      not less frequently than at 60 day intervals thereafter,
      report to the court after notice to the parties in interest,
      at a hearing or in writing, regarding the quality of patient
      care provided to patients of the Debtor; and

   3) if such ombudsman determines that the quality of patient
      care provided to patients of the debtor is declining
      significantly or is otherwise being materially compromised,
      file with the court a motion or written report, with notice
      to the parties in interest immediately upon making such
      determination.

To the best of the U.S. Trustee's knowledge, Mr. Huebscher is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                  About Interfaith Medical Center

Headquartered in Brooklyn, New York, Interfaith Medical Center,
Inc., operates a 287-bed hospital on Atlantic Avenue in Bedford-
Stuyvesant and an ambulatory care network of eight clinics in
central Brooklyn, in Crown Heights and Bedford-Stuyvesant.

The Company filed for Chapter 11 protection (Bankruptcy E.D. N.Y.
Case No. 12-48226) on Dec. 2, 2012.  The Debtor estimates assets
and debts at $100 million to $500 million.

Alan J. Lipkin, Esq., at Willkie Farr & Gallagher LLP, serves as
bankruptcy counsel to the Debtor.  Nixon Peabody LLP is the
special corporate and healthcare counsel.


JOHN CLEMENTE: Bankruptcy Court Flips Ruling on IRS Claim
---------------------------------------------------------
Bankruptcy Judge Michael B. Kaplan granted the Motion for
Reconsideration filed on behalf of the United States of America in
Dr. John Clemente's Chapter 7 bankruptcy case.  Through the
Motion, the United States seeks to vacate the order granting the
Chapter 7 Trustee's motion to expunge, reduce, and modify the
United States' two proofs of claims under Fed. R. Bankr. P. 9024.
The Chapter 7 Trustee does not oppose the United States' Motion
and consented to the amended priority claim subsequently filed by
the Internal Revenue Service.

Dr. John Clemente opposes the United States' Motion and disputes
the amount and the dischargeability of the IRS's claim.  Dr.
Clemente filed a Motion to Expunge Claims of United States of
America, Internal Revenue Service on July 16, 2010.  At that time,
he was represented by Timothy P. Neumann, Esq.

According to Judge Kaplan, after evidentiary hearings, oral
argument and post-hearing submissions by the parties, the Court
finds that there was no basis to expunge or reduce the IRS's
claims.  Since the filing of the Motion to Reconsider, the Chapter
7 Trustee and the United States have submitted a Consent Order
with respect to the amount and classification of the IRS's claim.
Consistent with that Order, Judge Kaplan fixed the IRS's priority
claim in the amount of $299,590.53 and the IRS's general unsecured
claim in the amount of $654.75.  To the extent the claims are
priority claims, they are non-dischargeable and only non-priority
claims are deemed dischargeable.

A copy of the Court's Jan. 16, 2013 Memorandum Decision is
available at http://is.gd/ISVGPJfrom Leagle.com.

Dr. John Clemente filed for Chapter 11 bankruptcy (Bankr. D. N.J.
Case No. 08-10812) on Jan. 17, 2008.  The case was converted to a
Chapter 7 bankruptcy on June 3, 2009, and Barry Frost, Esq. was
appointed as the Chapter 7 Trustee.  Milton Bouhoutsos, Jr., Esq.,
in Manasquan, New Jersey, argues for the Debtor.  Brian W.
Hofmeister, Esq., at Teich Groh, in Trenton, represents the
Chapter 7 Trustee.


KATHLEEN MORRIS: Hearing Tuesday on Plan Outline, Case Dismissal
----------------------------------------------------------------
Nanea Kalani, writing for The Maui News, reports the U.S.
Bankruptcy Court in Honolulu, Hawaii, will hold a hearing Tuesday
to consider approval of the disclosure statement explaining the
Chapter 11 plan of reorganization of Kathleen Patricia Morris --
also known as Tricia Morris -- and David Duffy Herman, the
husband-and-wife duo behind a one-time prominent Maui mortgage
brokerage.  The report relates the hearing was continued to
Tuesday after several objections to the disclosure statement were
received.

The report also relates that at Tuesday's hearing the Court will
also consider a request by the U.S. Trustee to convert or dismiss
the case.

Kathleen Patricia Morris -- also known as Tricia Morris -- and
David Duffy Herman filed a joint personal Chapter 11 bankruptcy
petition last year (Bankr. D. Hawaii Case No. 12-01122), listing
between 100 and 199 creditors owed between $1 million and $10
million in estimated liabilities.

According to the report, Ms. Morris and Mr. Herman describe their
debts as "primarily business debts" tied to their Kihei-based
company Hawaii's Premiere Mortgage Co., including unpaid mortgages
and loans against more than two dozen properties in Hawaii and
Idaho.

The report says a submitted reorganization plan proposes paying
the first mortgagees or most senior secured creditors on 26
different properties -- including 19 on Maui -- monthly payments
at 3.5% interest over 20 years.  Multiple creditors have objected
to the proposed plan, according to court documents.

The report notes the Office of the U.S. Trustee is asking the
court to either convert the case to a Chapter 7 bankruptcy or,
alternatively, to dismiss the Chapter 11 filing.  According to the
report, Acting U.S. Trustee Tiffany Carroll wrote in a Dec. 28
motion, "The debtors have demonstrated gross mismanagement of
their estate and have not provided information reasonably
requested by the U.S. Trustee."  The U.S. Trustee argues in the
motion that Ms. Morris and Mr. Herman have concealed assets,
failed to disclose bank accounts, diverted "substantial amounts"
of rental income into a business account they claimed was
inactive, and improperly solicited votes on their reorganization
plan prior to court approval.

The report notes attorneys for Ms. Morris and Mr. Herman said they
received an "unprecedented" number of objections to the couple's
disclosure statement and asked the court to continue a Jan. 14
hearing until Tuesday.

Ms. Morris and Mr. Herman are listed as the "fee owners" of at
least 15 Maui properties with a combined assessed tax value of
more than $14.5 million, according to Maui County property tax
records.  They are named in more than a dozen state civil
lawsuits, including ones filed by condo owner associations and
banks.  They also have pending nonjudicial foreclosure cases
against four of their Maui properties.


LCI HOLDING: Hearing on Bidding Procedures on Wednesday
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware reset to
Jan. 23, 2013 at 3:30 p.m., the hearing to consider approval of
LCI Holding Company, Inc., et al.'s motion to establish bidding
procedures relating to the sale of substantially all of their
assets.  Objections, if any, were due Jan. 16, at 4:00 p.m.

LifeCare and its affiliates have agreed to sell their assets to
their existing lenders in exchange for debt, absent higher and
better offers in an auction.  The secured lenders have also agreed
to provide financing for the Chapter 11 effort.

Prepetition, LifeCare solicited offers from potential buyers but
it failed secure an offer that would fully pay $353.4 million
owing on the secured credit facility where JPMorgan Chase Bank NA
is agent.

Under the bid procedures, the Debtors will continue accepting
initial offers for the assets until Feb. 27.  If offers are
received by the bid deadline, an auction will be conducted on
March 5, at 10 a.m. at the offices of Skadden, Arps, Slate,
Meagher & Flom LLP, in New York.

Hospital Acquisition LLC, the entity formed by the secured
lenders, will be the stalking horse bidder at the auction.  In the
event that the Debtors pursue a sale of the assets to another
buyer, Hotel Acquisition will receive an expense reimbursement of
up to $1 million.

                          About LifeCare

LCI Holding Company, Inc., and its affiliates, doing business as
LifeCare Hospitals, operate eight "hospital within hospital"
facilities and 19 freestanding facilities in 10 states.  The
hospitals have about 1,400 beds at facilities in Louisiana, Texas,
Pennsylvania, Ohio and Nevada.  LifeCare is controlled by Carlyle
Group, which holds 93.4 percent of the stock following a
$570 million acquisition in August 2005.

LCI Holding Company, Inc., and its affiliates, including LifeCare
Holdings Inc., sought Chapter 11 protection (Bankr. D. Del. Lead
Case No. 12-13319) on Dec. 11, 2012, with plans to sell assets to
secured lenders.

Ken Ziman, Esq., and Felicia Perlman, Esq., at Skadden, Arps,
Slate Meagher & Flom LLP, serve as counsel to the Debtors.
Rothschild Inc. is the financial advisor.  Huron Management
Services LLC will provide the Debtors an interim chief financial
officer and certain additional personnel; and (ii) designate
Stuart Walker as interim chief financial officer.

The steering committee of lenders is represented by attorneys at
Akin Gump Strauss Hauer & Feld LLP and Blank Rome LLP.  The agent
under the prepetition and postpetition secured credit facility is
represented by Simpson Thacher & Barlett LLP.

The Debtors disclosed assets of $422 million and liabilities
totaling $575.9 million as of Sept. 30, 2012.  As of the
bankruptcy filing, total long-term obligations were $482.2 million
consisting of, among other things, institutional loans and
unsecured subordinated loans.  A total of $353.4 million is owing
under the prepetition secured credit facility.  A total of
$128.4 million is owing on senior subordinated notes.


LCI HOLDING: U.S. Trustee Wants Patient Care Ombudsman
------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware adjourned
to Feb. 11, 2013, at 9:30 a.m., LCI Holding Company, Inc., et.
al.'s motion for am order finding that the appointment of patient
care ombudsman unnecessary.

Roberta A. DeAngelis, the U.S. Trustee objected to the Debtor's
motion, stating that the Debtors have not met their burden of
proof.  The motion was filed with no supporting evidence.

The U.S. Trustee notes that under the Bankruptcy Assistance
Consumer Protection Act of 2005 added Section 333 to the
Bankruptcy Code.  The provision requires the court to appoint a
patient care ombudsman within 30 days of a petition being
commenced.  The PCO will represent the interests of the patients
unless the court finds the appointment is not necessary based upon
the facts of the case.

The U.S. Trustee explains that the Debtors' patients are entirely
dependent upon the Debtors for their care and sustenance.  Any
sudden reduction in staffing or equipment could result in death or
serious injury to a patient.  The appointment of a PCO is not
intended to be remedial, but preventive.  Cost must be relegated
to second place when lives are at risk.

                          About LifeCare

LCI Holding Company, Inc., and its affiliates, doing business as
LifeCare Hospitals, operate eight "hospital within hospital"
facilities and 19 freestanding facilities in 10 states.  The
hospitals have about 1,400 beds at facilities in Louisiana, Texas,
Pennsylvania, Ohio and Nevada.  LifeCare is controlled by Carlyle
Group, which holds 93.4 percent of the stock following a
$570 million acquisition in August 2005.

LCI Holding Company, Inc., and its affiliates, including LifeCare
Holdings Inc., sought Chapter 11 protection (Bankr. D. Del. Lead
Case No. 12-13319) on Dec. 11, 2012, with plans to sell assets to
secured lenders.

Ken Ziman, Esq., and Felicia Perlman, Esq., at Skadden, Arps,
Slate Meagher & Flom LLP, serve as counsel to the Debtors.
Rothschild Inc. is the financial advisor.  Huron Management
Services LLC will provide the Debtors an interim chief financial
officer and certain additional personnel; and (ii) designate
Stuart Walker as interim chief financial officer.

The steering committee of lenders is represented by attorneys at
Akin Gump Strauss Hauer & Feld LLP and Blank Rome LLP.  The agent
under the prepetition and postpetition secured credit facility is
represented by Simpson Thacher & Barlett LLP.

The Debtors disclosed assets of $422 million and liabilities
totaling $575.9 million as of Sept. 30, 2012.  As of the
bankruptcy filing, total long-term obligations were $482.2 million
consisting of, among other things, institutional loans and
unsecured subordinated loans.  A total of $353.4 million is owing
under the prepetition secured credit facility.  A total of
$128.4 million is owing on senior subordinated notes.


LCI HOLDING: Rothschild Inc. Approved as Financial Advisor
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
LCI Holding Company, Inc., et al., to employ Rothschild Inc. as
financial advisor and investment banker.

The Debtors require Rothschild's services in connection with a
possible restructuring of their existing obligations, possible new
financing and/or a potential sale or other disposition of the
assets.

The Debtors have agreed to pay Rothschild the compensation set
forth in the engagement letter, which provides:

    * Monthly Fee: $200 per month from July 2012 through December
      2012; thereafter, $150,000.

    * Completion Fee: $3,425,000 upon confirmation and
      effectiveness of a Plan or closing of another Transaction.

    * M&A Fee: a percentage of the aggregate consideration but not
      less than $1,000,000 upon closing of an M&A transaction.

    * New Capital Fee: 1.0% of senior secured debt raised; 2% of
      junior secured debt; 2% of unsecured debt; 3% of equity and
      similar capital raised.

The term "Transaction" is defined as any one or more of: (a) any
transaction or series of transactions resulting in a
restructuring, reorganization, refinancing with respect to a
material portion of the company's indebtedness, (b) any merger or
reorganization pursuant to which the Company is acquired by
another entity; (c) any acquisition of a material portion of the
assets or equity interests; or (d) any transaction similar in
nature.

The Debtors will reimburse Rothschild for its reasonable expenses
incurred in connection with the performance of the engagement.

During the 90 days preceding the Petition Date, Rothschild
received fee payments totaling $800,000 and reimbursements
totaling $142,000.  As of the Petition Date, the Debtors did not
owe Rothschild any fees or expenses incurred prepetition.

                          About LifeCare

LCI Holding Company, Inc., and its affiliates, doing business as
LifeCare Hospitals, operate eight "hospital within hospital"
facilities and 19 freestanding facilities in 10 states.  The
hospitals have about 1,400 beds at facilities in Louisiana, Texas,
Pennsylvania, Ohio and Nevada.  LifeCare is controlled by Carlyle
Group, which holds 93.4 percent of the stock following a
$570 million acquisition in August 2005.

LCI Holding Company, Inc., and its affiliates, including LifeCare
Holdings Inc., sought Chapter 11 protection (Bankr. D. Del. Lead
Case No. 12-13319) on Dec. 11, 2012, with plans to sell assets to
secured lenders.

Ken Ziman, Esq., and Felicia Perlman, Esq., at Skadden, Arps,
Slate Meagher & Flom LLP, serve as counsel to the Debtors.
Rothschild Inc. is the financial advisor.  Huron Management
Services LLC will provide the Debtors an interim chief financial
officer and certain additional personnel; and (ii) designate
Stuart Walker as interim chief financial officer.

The steering committee of lenders is represented by attorneys at
Akin Gump Strauss Hauer & Feld LLP and Blank Rome LLP.  The agent
under the prepetition and postpetition secured credit facility is
represented by Simpson Thacher & Barlett LLP.

The Debtors disclosed assets of $422 million and liabilities
totaling $575.9 million as of Sept. 30, 2012.  As of the
bankruptcy filing, total long-term obligations were $482.2 million
consisting of, among other things, institutional loans and
unsecured subordinated loans.  A total of $353.4 million is owing
under the prepetition secured credit facility.  A total of
$128.4 million is owing on senior subordinated notes.


LIGHTSQUARED INC: Seeks More Time to Control Its Bankruptcy
-----------------------------------------------------------
Joseph Checkler at Daily Bankruptcy Review reports that
LightSquared is asking a judge to give it until May 31 to file a
reorganization plan without the threat of rival proposals.

                      About LightSquared Inc.

LightSquared Inc. and 19 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 12-12080) on
May 14, 2012, as the Company seeks to resolve regulatory issues
that have prevented it from building its coast-to-coast integrated
satellite 4G wireless network.

LightSquared had invested more than $4 billion to deploy an
integrated satellite-terrestrial network.  In February 2012,
however, the U.S. Federal Communications Commission told
LightSquared the agency would revoke a license to build out the
network as it would interfere with global positioning systems used
by the military and various industries.  In March 2012, the
Company's partner, Sprint, canceled a master services agreement.
LightSquared's lenders deemed the termination of the Sprint
agreement would trigger cross-defaults under LightSquared's
prepetition credit agreements.

LightSquared and its prepetition lenders attempted to negotiate a
global restructuring that would provide LightSquared with
liquidity and runway necessary to resolve its issues with the FCC.
Despite working diligently and in good faith, however,
LightSquared and the lenders were not able to consummate a global
restructuring on terms acceptable to all interested parties.


LKA INTERNATIONAL: Amends Bylaws to Add Annual Meeting Provision
----------------------------------------------------------------
Effective Jan. 14, 2013, the board of directors amended the bylaws
of LKA International, Inc., by adding the following as an
additional sentence to Section 1.1 of the bylaws:

"In the event an annual meeting of the stockholders has not been
held during the prior 12 months, an annual meeting shall be held
upon the request of a stockholder or stockholders controlling 10%
or more of voting power entitled to vote at any such meeting."

All provisions of the bylaws previous to the amendment remain in
full force and effect.

A copy of the Amended Bylaws is available for free at:

                        http://is.gd/EDlW1q

                      About LKA International

Gig Harbor, Washington-based LKA International, Inc., is currently
engaged in an intensive exploration program at the Golden Wonder
mine with the objective of returning the mine to a commercial
producing status.

MaloneBailey, LLP, in Houston, Texas, expressed substantial doubt
about LKA's ability to continue as a going concern, following
their audit of the Company's financial statements for the fiscal
year ended Dec. 31, 2011.  The independent auditors noted that the
Company suffered losses from operations and has a working capital
deficit, which raises substantial doubt about its ability to
continue as a going concern.

The Company's balance sheet at Sept. 30, 2012, showed $1.1 million
in total assets, $2.1 million in total liabilities, and a
stockholders' deficit of $1.0 million.


LOCATION BASED TECHNOLOGIES: Friedman Is New Accountant
-------------------------------------------------------
The Board of Directors of Location Based Technologies, Inc.,
approved the termination of Comiskey & Company, P.C., as the
Company's independent registered public accounting firm.  Comiskey
has provided auditing services to the Company since 2007 and is
unable to rotate partners as required by the Sarbanes-Oxley Act of
2002.  This in turn, creates the necessity for the Company to
change auditors at this time.

The Company's financial statements as of Aug. 31, 2012, and 2011
and for the fiscal years then ended were audited by Comiskey.
Comiskey's report on the Company's financial statements as of
Nov. 26, 2012, did not contain an adverse opinion, a disclaimer of
opinion, nor was it qualified or modified as to uncertainty, audit
scope or accounting principles, except for the addition of an
explanatory paragraph regarding the Company's ability to continue
as a going concern.

During the year ended Aug. 31, 2012, and through the date of
discontinuance of Comiskey's engagement as the Company's
independent registered public accounting firm, there were no
disagreements with Comiskey on any matter of accounting principles
or practices, financial statement disclosure, auditing scope or
procedure, which disagreements, if not resolved to the
satisfaction of Comiskey, would have caused it to make reference
to the subject matter of the disagreement in its reports on the
Company's financial statements for those periods.

During the period the Company engaged Comiskey, neither the
Company nor anyone on the Company's behalf consulted with Comiskey
regarding either (i) the application of accounting principles to a
specified transaction, either contemplated or proposed, or the
type of audit opinion that might be rendered on the Company's
financial statements or (ii) any matter that was either the
subject of a disagreement or a reportable event.

On Dec. 6, 2012, the Company's Board of Directors appointed
Friedman LLP as the Company's new independent registered public
accounting firm.  Friedman is located at 1700 Broadway, New York,
NY 10019.

                 To Amend Fiscal 2012 Annual Report

On Jan. 14, 2013, the Board of Directors of Location Based
concluded that previously issued audited financial statements of
the Company for its fiscal year ended Aug. 31, 2012, which were
included in the Company's annual report on Form 10-K which was
filed on Nov. 29, 2011, should no longer be relied upon.

The net effect of the restatement will have a positive impact on
the Company's income statement and balance sheet.

The Company will restate revenue and cost of revenue for
PocketFinder devices sold to the Company's main distributor due to
an accounting error and change in accounting policy.  Revenues are
recognized in accordance with Staff Accounting Bulletin No. 101,
Revenue Recognition in Financial Statements, as amended by SAB No.
104, Revenue Recognition.  The Company has reevaluated the factors
that it used to determine revenue recognition for devices sold to
the Company's distributor and concluded that it is appropriate to
restate revenue and cost of revenue for year ended Aug. 31, 2012.
Other related accounts affected include allowance for sales
returns, deferred revenue, inventory purchase commitment, device
revenue and cost of revenue.  The Company is also amending
Footnote 1 "Nature of Operations and Summary of Significant
Accounting Policies" and Item 2 "Management's Discussion and
Analysis of Financial Condition and Results of Operations" to
reflect changes to the financial statements as a result of the
restatement.

                         Delays Form 10-Q

The Company was unable to file its quarterly report on Form 10-Q
for the quarter ended Nov. 30, 2012, by the prescribed date of
Jan. 14, 2013, without unreasonable effort or expense because its
internal accountants need additional time to complete portions of
the Report as a result of the changes in accounting methodology.
The Company intends to file its Report on or prior to the
prescribed extended date.

                   About Location Based Technologies

Irvine, Calif.-based Location Based Technologies, Inc., designs,
develops, and sells leading-edge personal locator devices and
services.

Location Based's balance sheet at Aug. 31, 2012, showed $5.52
million in total assets, $5.75 million in total liabilities,
$430,700 in commitments and contingencies and a $661,566 total
stockholders' deficit.

Comiskey & Company, the Company's independent registered public
accounting firm, included an explanatory paragraph in its report
on the Company's financial statements for the fiscal year ended
Aug. 31, 2012, which expresses substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has incurred recurring losses
since inception and has an accumulated deficit in excess of
$45,000,000.  There is minimal sales history for the Company's
products, which are new to the marketplace.

                         Bankruptcy Warning

The Company remains obligated under a significant amount of notes
payable, and Silicon Valley Bank has been granted security
interests in its assets.

"If we are unable to pay these or other obligations, the creditors
could take action to enforce their rights, including foreclosing
on their security interests, and we could be forced into
liquidation and dissolution.  We are also delinquent on a number
of our accounts payable.  Our creditors may be able to force us
into involuntary bankruptcy," the Company said in its annual
report for the year ended Aug. 31, 2012.


MACCO PROPERTIES: Case Dismissal Bid Faces U.S. Trustee Challenge
-----------------------------------------------------------------
The United States Trustee filed an objection to Jennifer Price's
renewed motion to dismiss the Chapter 11 case of MA Cedar Lake
Apartments LLC.  The U.S. Trustee said Ms. Price filed her initial
motion for conditional order dismissing the case on Nov. 2, 2012.
Ms. Price asserted in her initial motion that the Chapter 11
trustee of Macco Properties, Inc., was to sell Macco's ownership
interest in Cedar Lake to Price et al.  In her initial motion, Ms.
Price provided assurances that all claims of all creditors would
be paid and as such, there would be no need for the continuation
of the bankruptcy.

Ms. Price, according to the U.S. Trustee, did not want to be
confined in her operation of the business by the duties and
responsibilities imposed by the Bankruptcy Code and Rules.

In light of Ms. Price's previous conduct and unfulfilled promises
to creditors and parties in interest, her initial motion drew
objections from All American Bank, Cedar Lake, and the U.S.
Trustee.  Each objector opposed dismissal of the case without
payment of creditors' claims first.  In addition, the U.S. Trustee
wanted documented proof of payment of all claims.

The matter was set for hearing and continued twice in the span of
a week in the hope that the sale of Macco's ownership interest in
Cedar Lake to Price et al would close and all creditors would
contemporaneously be paid.  The sale did not close by an agreed
date, creditors were not paid, and Ms. Price withdrew her initial
motion.

On Nov. 28, 2012, the sale eventually closed and the AAB claim was
paid, subject to further litigation by Ms. Price.  Ms. Price on
Nov. 30 filed her renewed motion to dismiss the Cedar Lake
bankruptcy.  Ms. Price asserts in her Renewed Motion that "the
continued pendency of the Cedar Lake case would (i) unnecessarily
delay payment of the Remaining Creditor's claims . . ." (which the
U.S. Trustee believed approximated $65,000 at the time of
closing).

According to the U.S. Trustee, Ms. Price continues to pursue
dismissal of the case with hollow promises of paying all
creditors.  Ms. Price knows the claims to be paid and just has to
pay them.  However, since the closing, the U.S. Trustee believes
Ms. Price has not paid any other claims, except AAB's which of
course Ms. Price is challenging.  In addition, the UST believes
since the closing additional administrative claims $165,000 now
exist and have gone unpaid.

                      About Macco Properties

Oklahoma City, Oklahoma-based Macco Properties, Inc., is a
property management company that is the sole or controlling member
and/or manager of numerous multi-family residential rental units
in Oklahoma City, Oklahoma, Wichita, Kansas, and Dallas, Texas,
and several and commercial business properties in Oklahoma City,
Oklahoma, and Holbrook, Arizona.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
W.D. Okla. Case No. 10-16682) on Nov. 2, 2010.  The Debtor
disclosed $50,823,581 in total assets, and $4,323,034 in total
liabilities.  Receivership Services Corp., a division of the
Martens Cos., serves as property manager for the six Wichita
apartment complexes caught up in the bankruptcy of Macco
Properties of Oklahoma City.

Michael E. Deeba, the Chapter 11 trustee, is represented by
Christopher T. Stein, of counsel to the firm of Bellingham & Loyd,
P.C.  Grubb & Ellis/Martens Commercial Group LLC, to act as the
Chapter 11 Trustee's exclusive listing broker/realtor for
properties.  The trustee wants to real estate holdings wants to
sell some of the property off, including a luxury high-rise
condominium in Dallas valued at more than $2.5 million and several
run-down apartment complexes in the metro area.

The Official Unsecured Creditors' Committee is represented by
Ruston C. Welch, at Welch Law Firm, P.C., in Oklahoma City,
Oklahoma.


MAKINO RESTAURANT: Nevada Court Threatens to Dismiss Appeal
-----------------------------------------------------------
Nevada District Judge James C. Mahan has threatened to dismiss a
bankruptcy appeal -- DAVID J. WINTERTON& ASSOC., LTD.
Appellant(s), v. SUNG KANG and SUE KANG, Appellee(s), Nos. 2:12-
CV-643 JCM (PAL), BK-S-08-14533-BAM (D. Nev.) -- which involves
Makino Restaurant Group Inc., a Chapter 11 debtor.

The bankruptcy appeal was filed in District Court on April 17,
2012.  To date, no designation of record, statement of issues, or
reporter's transcript has been filed.

Judge Mahan has given the appellants through Jan. 25 -- 10 days
from the publication of the Court order -- to comply with all the
applicable rules, complete the record, and correct the
deficiencies.

A copy of the Court's Jan. 15, 2013 Order is available at
http://is.gd/9R0GCDfrom Leagle.com.

Las Vegas-based Makino Restaurant Group, Inc., filed for Chapter
11 bankruptcy (Bankr. D. Nev. Case No. 08-14533) on May 5, 2008,
listing $1 million to $10 million in both assets and debts.  The
Debtor owned and operated restaurants that serve Pan-Asian food.
Judge Bruce A. Markell presided over the case.  David J.
Winterton, Esq. -- david@davidwinterton.com -- served as the
Debtor's counsel.


MANSTONE COUNTERTOPS: Ariz. Court Kicks Out Lawyer Due to Delays
----------------------------------------------------------------
Bankruptcy Judge Sarah Sharer Curley removed Robert Cook, Esq., as
counsel to Chapter 11 debtors Manstone Countertops, LLC, and David
R. Robinson and Chelle C. Robinson, blaming the lawyer for delays
in the case.

Judg Curley said Mr. Cook's failure to obey the court directives
delayed the administration of the case, and interfered with the
duties of the duly appointed Chapter 11 Trustee.  The judge said
Mr. Cook's actions constitute conduct tantamount to bad faith and
require the Court to exercise its inherent authority to sanction
such misconduct accordingly.

After the initial disclosure statement was filed on Nov. 19, 2010,
Mr. Cook filed five amended disclosure statements.  The Third
Amended Disclosure Statement, filed on Dec. 2, 2011, first alerted
the Court and other parties that Manstone intended to fund its
Plan of Reorganization, at least in part, through payments made to
Manstone from Air2WaterGlobal, LLC.  Air2Water is an entity wholly
owned by David and Chellee Robinson, the principals of Manstone,
and the individual debtors in a jointly administered case with
Manstone.

The Court held a status hearing on Dec. 6, 2011 at which the Court
and the United States Trustee expressed to Mr. Cook that the
Debtors needed to disclose more information about Air2Water. Mr.
Cook filed a Fourth Amended Disclosure Statement and a Fifth
Amended Disclosure Statement, and hearings were held on these on
Feb. 7, 2012 and June 7, 2012, respectively.  Both of the amended
disclosure statements still failed to properly inform the Court
and interested parties as to the projected income of Air2Water.
As a result, the Court found that creditors did not have adequate
information.  For instance, unsecured creditors were being
promised payment of anywhere between 10% to 100% of their claims,
and that wide range all depended upon Air2Water's distributions.
Furthermore, as property of the Robinsons' bankruptcy estate,
Air2Water would either have to pay the Robinsons' creditors in
full or all of the impaired creditors would need to consent to
their treatment in order for Air2Water to make distributions to
Manstone's reorganization.  Thus, Air2Water's financial
projections were critical for interested parties to make an
informed judgment about Manstone's Plan.

Despite the failed attempts, the Court gave Mr. Cook another
opportunity by allowing him to file a Sixth Amended Disclosure
Statement, including financial projections for Air2Water, and
continued the hearing to July 25, 2012.  Manstone failed to file
the documents, and Mr. Cook failed to appear at the July hearing.

At this point, the Court appointed a Chapter 11 Trustee for both
Manstone and the Robinsons.  The Court next held a hearing on Oct.
10, 2012, at which the newly appointed Chapter 11 Trustees for
both Manstone and the Robinsons and Mr. Cook appeared.  Both
Chapter 11 Trustees requested that Mr. Cook submit his final fee
applications, while the issue of whether Mr. Cook could continue
on as the attorney for the Robinsons in the Manstone case was left
open.

On Dec. 19, 2012, the Court held another hearing where it was
brought to the Court's attention that, despite being removed as
counsel for Manstone in July 2012, Mr. Cook had filed operating
reports on behalf of Manstone in December 2012.  Additionally, Mr.
Cook advised the Court of Manstone's business developments at the
hearing.  The Chapter 11 Trustee for Manstone reported that she
had not been informed of these business developments and had not
received any of the operating reports filed by Mr. Cook prior to
Mr. Cook filing them.  In essence, Mr. Cook, in direct
contravention of the Court's previous orders and admonishments,
continued to act as the attorney for Manstone, as if it were still
a debtor-in-possession, even long after he had been removed as
counsel. Based on Mr. Cook's continued involvement, Mr. Robinson,
as principal of the Debtor, continued to disclose all of
Manstone's business developments and operations to Mr. Cook rather
than to the Chapter 11 Trustee.

Judge Curley said the Robinsons may obtain other counsel to
represent them.

A copy of the Court's Jan. 17, 2013 Memorandum Decision is
available at http://is.gd/R8F2imfrom Leagle.com.

                    About Manstone Countertops

Manstone Countertops LLC, in Mesa, Arizona, filed for Chapter 11
bankruptcy (Bankr. D. Ariz. Case No. 09-26913) on Oct. 22, 2009.
Judge Sarah Sharer Curley oversees the case.  The Law Offices Of
Robert M. Cook PLLC -- robertmcook@yahoo.com -- served as counsel
to the Debtor.  In its petition, the Debtor estimated $1 million
to $10 million in both assets and debts.  A list of the Debtor's
seven largest unsecured creditors is available for free at
http://bankrupt.com/misc/azb09-26913.pdf The petition was signed
by David R. Robinson, member of the Company.

David R. Robinson and Chelle C. Robinson also filed for Chapter 11
bankruptcy (Bankr. D. Ariz. Case No. 09-bk-32033).

Warren J. Stapelton was appointed Chapter 11 Trustee in the David
and Chellee C. Robinson case.  Trudy A. Nowak was named Chapter 11
Trustee in the Manstone Countertops case.


MARKETING WORLDWIDE: Incurs $11.1 Million Net Loss in 2012
----------------------------------------------------------
Marketing Worldwide Corporation filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $11.11 million on $790,211 of revenue for the year
ended Sept. 30, 2012, compared with a net loss of $2.27 million on
$1.90 million of revenue during the prior year.

Marketing Worldwide's balance sheet at Sept. 30, 2012, showed
$1.19 million in total assets, $16.24 million in total liabilities
and a $15.05 million total deficiency.

RBSM, LLP, in New York, issued a "going concern" qualification on
the consolidated financial statements for the year ended Sept. 30,
2012.  The independent auditors noted that the Company has
generated negative cash flows from operating activities,
experienced recurring net operating losses, is in default of
certain loan covenants, and is dependent on securing additional
equity and debt financing to support its business efforts which
factors raise substantial doubt about the Company's ability to
continue as a going concern.

A copy of the Form 10-K is available for free at:

                        http://is.gd/HaRyFj

                      About Marketing Worldwide

Based in Howell, Michigan, Marketing Worldwide Corporation
operates through the holding company structure and conducts its
business operations through its wholly owned subsidiaries
Colortek, Inc., and Marketing Worldwide, LLC.

Marketing Worldwide, LLC, is a complete design, manufacturer and
fulfillment business providing accessories for the customization
of vehicles and delivers its products to large global automobile
manufacturers and certain Vehicle Processing Centers primarily in
North America.  MWW operates in a 23,000 square foot leased
building in Howell Michigan.

Colortek, Inc., is a Class A Original Equipment painting facility
and operates in a 46,000 square foot owned building in Baroda,
which is in South Western Michigan.  MWW invested approximately
$2 million into this paint facility and expects the majority of
its future growth to come from this business.


MBIA INC: BofA's Case Backed by Payment Denial, Bank Says
---------------------------------------------------------
David McLaughlin, writing for Bloomberg News, reported that Bank
of America Corp.'s claims against MBIA Inc. (MBI) over the bond
insurer's 2009 restructuring are supported by an insurance
regulator's refusal to let MBIA make an interest payment, a lawyer
for the bank said.

The decision by New York's Department of Financial Services,
disclosed by MBIA, backs claims from Charlotte, North Carolina-
based Bank of America and Paris-based Societe Generale SA (GLE) in
litigation against the insurer, a lawyer for the banks said in a
letter to state Justice Barbara Kapnick, Bloomberg said.  The
banks claim assets were improperly transferred out of MBIA
Insurance, harming policyholders.

The regulator's decision to reject an interest payment on notes
"confirms that MBIA Insurance cannot meet its financial
obligations without the $5 billion improperly siphoned from MBIA
Insurance," the lawyer, Robert Giuffra, wrote, according to
Bloomberg.

Kapnick last year presided over a trial at which the banks sought
to reverse the state's approval of MBIA's restructuring, Bloomberg
added.  The judge in December said she was "getting there" on
making a decision in the case.  A separate lawsuit is also
pending.

Kevin Brown, a spokesman for Armonk, New York-based MBIA, didn't
immediately respond to an e-mail seeking comment on the letter,
Bloomberg said.

The cases are ABN Amro Bank v. Dinallo, 601846-2009, and ABN Amro
Bank v. MBIA, 601475-2009, New York State Supreme Court, New York
County (Manhattan).

MBIA Inc., together with its consolidated subsidiaries, operates
the financial guarantee insurance businesses in the industry and
is a provider of asset management advisory services.


MEDYTOX SOLUTIONS: Two Directors Resign from Board
--------------------------------------------------
Each of Joseph Fahoome and Robert Kuechenberg resigned from the
Board of Directors of Medytox Solutions, Inc., effective Dec. 31,
2012.  Neither Mr. Fahoome nor Mr. Kuechenberg expressed any
disagreement with the Company on any matter relating to the
Company's operations, policies or practices.  The Company granted
to each of Mr. Fahoome and Mr. Kuechenberg options to purchase
10,000 shares of the Company's common stock, par value $.0001 per
share, exercisable at $2.50 a share through Dec. 31, 2014,
pursuant to the terms of their respective option agreements.

                       About Medytox Solutions

West Palm Beach, Florida-based Medytox Solutions, Inc., formerly
Casino Players, Inc., is a provider of laboratory services
specializing in providing blood and urine drug toxicology to
physicians, clinics and rehabilitation facilities in the United
States.

Peter Messineo, CPA, in Palm Harbor, Florida, expressed
substantial doubt about Medytox Solutions' ability to continue as
a going concern following the 2011 financial results.  The
independent auditor noted that the Company has an accumulated
deficit and negative cash flows from operations, and additionally,
there is certain litigation involving a consolidated entity which
is unresolved.

The Company reported net income of $92,701 of $3.99 million of
revenues for 2011, compared with a net loss of $327,041 on
$77,591 of revenues for 2010.

The Company's balance sheet at Sept. 30, 2012, showed $6.09
million in total assets, $7.35 million in total liabilities and a
$1.25 million total stockholders' deficit.


MERIDIAN SUNRISE: Files Chapter 11 Petition in Tacoma
-----------------------------------------------------
Meridian Sunrise Village LLC filed a Chapter 11 petition (Bankr.
W.D. Wash. Case No. 13-40342) in Tacoma, Washington, on Jan. 18,
2013.

The Debtor, a single asset real estate under 11 U.S.C. Sec.
101(51B), disclosed $70.6 million in total assets and $65.9
million in total liabilities in its schedules.

The Debtor owns the property known as the New Meridian Sunrise
Village in 10507 156th St. E. Puyallup, Washington.  The Debtor
has valued the property at $70 million, which property secures
debt of $64.4 million to U.S. Bank, National Association.  A copy
of the schedules attached to the petition is available at
http://bankrupt.com/misc/wawb13-40342.pdf


MERVYN'S LLC: Bankr. Court Won't Hear Navroth Tort Claims
---------------------------------------------------------
At the behest of Mervyn's Holdings, LLC, Bankruptcy Judge Kevin
Gross dismissed the amended claims for work-related injuries
asserted by John Navroth, II, against the Debtors as the amended
claims were filed after the deadline for filing proofs of claim.
Judge Gross abstained from hearing on Mr. Navroth's initial
claims, saying the injury claims raises only California workers'
compensation law and non-core to the bankruptcy case.

Mr. Navroth filed Claim No. 3283 on Jan. 2, 2009, in the amount of
$671,759.86 -- a general unsecured component of $635,000 and a
$36,759.86 priority component.  Thereafter, he filed Claims No.
7228, 7479, 7493, 7498, 7511 and 7528, beginning on June 15, 2009,
and received by the claims agent on June 17, 2009.  The claims bar
date was Jan. 9, 2009.

In the Initial Claim, Mr. Navroth seeks damages for alleged
injuries from a work related accident (dropping a folding table on
his foot).  The Initial Claim includes allegations of and requests
for compensation for physical and emotional suffering and demands
for payment of vacation, sick and personal holiday time.  The
alleged incident occurred in California prior to the Debtors'
bankruptcy.  Importantly, the Claimant filed a statutory workers'
compensation proceeding prior to the commencement of the
bankruptcy case.

The Amended Claims contain allegations of breaches of fiduciary
duties, discrimination, employment discrimination, interference
with contractual relations and interference with prospective
business advantage.  The Amended Claims increase the total sum
Claimant seeks to in excess of $21 million.  The Claimant also
alleges that the Amended Claims are secured.

"The Amendments are clearly new claims filed after the Bar Date
and are therefore void.  The Court carefully reviewed the Amended
Claims against the Initial Claim and it is beyond any doubt that
the Amended Claims are not related to the Initial Claim," said
Judge Gross.

The Debtors also argue that they are entitled to summary judgment
in their favor on the Claimant's allegations of willful misconduct
and fraudulent concealment.  Judge Gross said the Court is not
prepared to entertain the Debtors' request for summary judgment
because the Debtors did not provide notice or grounds to the
Claimant in advance of the Claimant's response papers.  Moreover,
it is not necessary for the Court to reach the substantive merits
of the Initial Claim, since the Court finds that its abstention is
necessary in the interests of justice.

A copy of the Court's Jan. 17, 2013 Memorandum Opinion is
available at http://is.gd/bNiFEufrom Leagle.com.

                        About Mervyn's LLC

Headquartered in the San Francisco Bay Area, Mervyn's LLC --
http://www.mervyns.com/-- provided a mix of top national brands
and exclusive private labels.  Mervyn's had 176 locations in seven
states.  Mervyn's stores had an average of 80,000 retail square
feet, smaller than most other mid-tier retailers and easier to
shop, and were located primarily in regional malls, community
shopping centers, and freestanding sites.

The Company and its affiliates filed for Chapter 11 protection
(Bankr. D. Del. Case No. 08-11586) on July 29, 2008.  Howard
S. Beltzer, Esq., and Wendy S. Walker, Esq., at Morgan Lewis &
Bockius LLP, and Mark D. Collins, Esq., Daniel J. DeFranceschi,
Esq., Christopher M. Samis, Esq. and L. Katherine Good, Esq., at
Richards Layton & Finger P.A., represent the Debtors in their
restructuring efforts.  Kurtzman Carson Consultants LLC is the
Debtors' claims agent.  The Debtors' financial advisor is Miller
Buckfire & Co. LLC.  Mervyn's LLC's balance sheet at Aug. 30,
2008, showed $665,493,000 in total assets and $717,160,000 in
total liabilities resulting in a $51,667,000 total stockholders'
deficit.

In October 2008, Mervyn's decided to pursue liquidation.



MICHAELS STORES: S&P Rates New $1.64BB Secured Loan 'BB-'
---------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' issue-level
rating on Irving, Texas-based arts and crafts retailer Michaels
Stores Inc.'s proposed $1,640 million senior secured term loan B.
The recovery rating is '1', indicating S&P's expectation for very
high recovery (90% to 100%) in the event of a payment default.

"We are also raising our issue-level rating on the company's
$1,000 million 7.75% senior unsecured notes due 2018 to 'B' from
'B-'.  We are revising the recovery rating to '4' from '5' because
we extended our simulated default year in our recovery analysis.
We did so because the company has paid down the former B-1 term
loan and to reflect an increase in amortization on the new
term loan.  The '4' recovery rating indicates our expectation that
noteholders would receive average (30% to 50%) recovery in the
event of a payment default," S&P said.

At the same time, S&P affirmed its 'CCC+' issue-level rating on
the company's $400 million 11.375% senior subordinated notes due
2016.  The recovery rating is '6', indicating S&P's expectation
that noteholders would receive negligible recovery (0% to 10%) in
the event of a payment default.

In addition, S&P affirmed the 'B' corporate credit rating on the
company and maintained our positive outlook.

The company plans to use proceeds from the debt transaction to
refinance $1,495 million on its existing term loan, reduce its
subordinated notes by approximately $137 million, and pay debt
breakage costs and expenses.

"The ratings on Michaels reflect Standard & Poor's view that the
company's business risk profile will remain 'fair,' based on the
risks associated with the competitive and highly fragmented arts
and crafts industry, the risks surrounding new-store growth, and
the substantial seasonality in quarterly operating performance,"
said Standard & Poor's credit analyst Kristina Kolunicki.  Key
factors in our financial risk profile assessment of "highly
leveraged" include the financial sponsor's significant ownership
stake and our expectation that financial ratios will remain
indicative of a highly leveraged profile absent the pay down of
debt.  We believe the retailer can strengthen its financial ratios
to levels indicative of an "aggressive" financial risk profile,
pending the use of proceeds of the potential IPO.

The positive outlook on Michaels reflects S&P's expectation that
potential debt reduction may improve the financial risk profile to
aggressive from highly leveraged, especially if it completes an
IPO within the next 12 months.

S&P could raise its ratings if ratios reach levels indicative of
an aggressive financial risk profile, including leverage below 5x.
Based on third-quarter fiscal 2012 results, debt reduction of more
than $800 million or EBITDA growth that exceeds 20% is necessary
for leverage to decline below 5x.

"We could revise our outlook to stable if it becomes clear that
further debt reduction is unlikely, which could occur if the
company cancels the anticipated IPO.  We could also revise the
outlook to stable if the improvement in operating performance
stalls, likely from poor holiday season results.  These scenarios
could cause financial ratios to remain near current levels,
including leverage of about 6x," S&P added.


NEW ORLEANS SEWERAGE: Moody's Affirms 'Ba2' Rating; Outlook Neg.
----------------------------------------------------------------
Moody's Investors Service has affirmed the Ba2 underlying rating
and assigns a negative outlook to the New Orleans Sewerage and
Water Board's $32.4 million in outstanding Water Revenue Bonds.
Bonds are secured by a gross pledge of revenues received from the
imposition of water rates.

Ratings Rationale

The rating affirmation reflects adequate legal provisions for
outstanding debt, a stable customer base that continues to grow
modestly after historic lows following hurricane Katrina, and a
moderate debt profile . The Ba2 rating continues to reflect weak
financial performance with negative net working capital, and weak
debt service coverage inclusive of significant FEMA reimbursement
for reconstruction. Although the Board recently adopted
significant rate increases for the next eight years, they have yet
to have a positive impact on the system's finances. Assignment of
the negative outlook reflects the challenges Moody's believes the
system will have to accommodate significant borrowing needs,
stabilize financial margins, and restore satisfactory cash
balances.

STRENGTHS

* Recent significant rate increases

* Board of Liquidation oversight

* Diverse customer base

CHALLENGES

* Weak balance sheet performance

* Weak liquidity position

* Continued reliance on federal funding sources and inter-fund
   receivables

Negative Outlook

The negative outlook reflects the challenges Moody's believes the
system will have in the near term to accommodate significant
borrowing needs, stabilize financial margins, and restore
satisfactory cash balances.

WHAT COULD MAKE THE RATING GO - UP

* Restoration of structural balance

* Trend of solid balance sheet performance bolstering current
   reserves

* History of achieving rate covenant absent one-time revenues

WHAT COULD MAKE THE RATING GO - DOWN

* Further weakening of balance sheet

* Increase in the system debt profile

* Additional leveraging including failure to obtain forgiveness
   for liabilities resulting in their amortization

The principal methodology used in this rating was Analytical
Framework For Water And Sewer System Ratings published in August
1999.


NEWLEAD HOLDINGS: Appoints Michael Zolotas as Chairman
------------------------------------------------------
NewLead Holdings Ltd. on Jan. 18 disclosed that Michael Zolotas,
president and chief executive officer of NewLead, will assume the
role and responsibilities of chairman of the Company following the
recent resignation of Nicholas Fistes as chairman and director of
the Company.

Michael Zolotas, chairman, president and chief executive officer
of NewLead, stated, "I would like to thank Nicholas Fistes for his
valuable contribution to the Company and wish him success in his
future endeavors."

                      About NewLead Holdings

NewLead Holdings Ltd. -- http://www.newleadholdings.com-- is an
international, vertically integrated shipping company that owns
and manages product tankers and dry bulk vessels.  NewLead
currently controls 22 vessels, including six double-hull product
tankers and 16 dry bulk vessels of which two are newbuildings. N
ewLead's common shares are traded under the symbol "NEWL" on the
NASDAQ Global Select Market.

PricewaterhouseCoopers S.A. in Athens, Greece, said in a May 15,
2012, audit report NewLead Holdings Ltd. has incurred a net loss,
has negative cash flows from operations, negative working
capital, an accumulated deficit and has defaulted under its
credit facility agreements resulting in all of its debt being
reclassified to current liabilities.  These raise substantial
doubt about its ability to continue as a going concern, PwC said.


OMTRON USA: Taps Duff & Phelps as Investment Banker
---------------------------------------------------
Omtron USA LLC filed papers with the U.S. Bankruptcy Court for the
District of Delaware seeking permission to employ Duff & Phelps
Securities LLC as its investment banker.

A hearing is set for Jan. 23, 2012, at 10:00 p.m., to consider
approval of the Debtor's request.

Among other things, the firm is expected to:

  a) prepare a teaser and confidential information memorandum and
     a summary which will be discussed with and approved by the
     Debtor;

  b) prepare a list of potential purchasers and present it to the
     Debtor;

  c) contact potential purchasers to solicit their interest in the
     transaction and to provide them with the confidential
     information memorandum under a confidential disclosure
     agreement which has been approved by the Debtor;

  d) exert efforts to procure a potential purchasers at the
     earliest practical date, willing and able to consummate a
     sale on terms satisfactory to the Debtor; and

  e) participate in due diligence visits, meetings and
     consultations.

The Debtor will pay the firm a consulting fee of $40,000.  The fee
will cover the cost of researching prospective potential
purchasers.

The firm attests it is a "disinterested person" within the meaning
of Section 101(14) of the Bankruptcy Code.

Omtron USA bought poultry producer Townsends Inc. out of
bankruptcy in 2011, shut down operations in later that year, and
filed its own Chapter 11 petition (Bankr. D. Del. Case No. 12-
13076) on Nov. 9, 2012, in Delaware.  John H. Strock, III, Esq.,
at Fox Rothschild LLP, in Wilmington, Delaware, serves as counsel
to the Debtor.  The Debtor listed $40,633,406 in assets and
$4,518,756 and liabilities.

Omtron paid $24.9 million in February 2011 for the North Carolina
operations belonging to Townsends Inc.


OMTRON USA: Want to Hire Upshot Services as Claims Agent
--------------------------------------------------------
Omtron USA LLC asks the U.S. Bankruptcy Court for the District of
Delaware for permission to employ Upshot Services LLC as its
claims and noticing agent to prepare and serve required notices
and documents in the case under the Bankruptcy Code and Federal
Rules of Bankruptcy Procedure.

The Debtor paid the firm s $5,000 retainer fee before it filed for
bankruptcy.  The firm attests it is a "disinterested person"
within the meaning of Section 101(14) of the Bankruptcy Code.

Omtron USA bought poultry producer Townsends Inc. out of
bankruptcy in 2011, shut down operations in later that year, and
filed its own Chapter 11 petition (Bankr. D. Del. Case No. 12-
13076) on Nov. 9, 2012, in Delaware.  John H. Strock, III, Esq.,
at Fox Rothschild LLP, in Wilmington, Delaware, serves as counsel
to the Debtor.  The Debtor listed $40,633,406 in assets and
$4,518,756 and liabilities.

Omtron paid $24.9 million in February 2011 for the North Carolina
operations belonging to Townsends Inc.


OMTRON USA: Wants to Hire Fox Rothschild as Attorney
----------------------------------------------------
Omtron USA LLC has filed papers in U.S. Bankruptcy Court for the
District of Delaware seeking permission to employ Fox Rothschild
LLP as its attorney to provide legal advice with respect to the
Debtor's powers and duties as debtor-in-possession in the
management of its property and administration of its estate.

The firm will charge on an hourly basis for its legal services in
accordance with its ordinary and customary rates.

The Debtor assures the Court that the firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.

Omtron USA bought poultry producer Townsends Inc. out of
bankruptcy in 2011, shut down operations in later that year, and
filed its own Chapter 11 petition (Bankr. D. Del. Case No. 12-
13076) on Nov. 9, 2012, in Delaware.  John H. Strock, III, Esq.,
at Fox Rothschild LLP, in Wilmington, Delaware, serves as counsel
to the Debtor.  The Debtor listed $40,633,406 in assets and
$4,518,756 and liabilities.

Omtron paid $24.9 million in February 2011 for the North Carolina
operations belonging to Townsends Inc.


OVERSEAS SHIPHOLDING: Hiring MHB as Special Litigation Counsel
--------------------------------------------------------------
Overseas Shipholding Group, Inc., asks the U.S. Bankruptcy Court
for the District of Delaware for authorization to employ Mullin
Hoard & Brown, L.L.P., as special litigation counsel to the
Debtors, nunc pro tunc to Jan. 2, 2013.

MHB will render the following professional services to the
Debtors:

   a. perform all necessary services as the Debtors; special
      litigation counsel, including, without limitation,
      investigating possible professional liability and other
      claims against various third parties who provided services
      to OSG prior to the filing of its Chapter 11 bankruptcy
      proceeding as instructed by the Debtors, advising the
      Debtors regarding such possible claims and possible related
      professional liability insurance coverage claims, and if
      necessary, litigating such possible claims; and

   b. perform all other necessary legal services as requested by
      the Debtors.

None of MHB's partners, counsel, or associates hold or represent
any interest adverse to the Debtors' estates or their creditors,
and MHB is a "disinterested person," as defined in Section 101(14)
of the Bankruptcy Code.

As of Jan. 1, 2013, attorneys and paralegals principally
responsible for the representation of the Debtors and their
current hourly rates will be as follows:

     John M. Brown, Esq.       $425
     Steven L. Hoard, Esq.     $425
     Brett Stecklein, Esq.     $350
     Greg Dimmick, Esq.        $350
     Sarah Pelley, Esq.        $250
     Richard Biggs, Esq.       $225
     Jorge E. Leal, Esq.       $225
     Alysia Cordova, Esq.      $210
     Flannery Hoard, Esq.      $195
     Erica Anderson, Esq.      $150
     Amy Cruz, Esq.            $125

                    About Overseas Shipholding

Overseas Shipholding Group, Inc., headquartered in New York, is
one of the largest publicly traded tanker companies in the world,
engaged primarily in the ocean transportation of crude oil and
petroleum products.  OSG owns or operates 111 vessels that
transport oil and petroleum products throughout the world.

Overseas Shipholding Group and 180 affiliates filed voluntary
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on
Nov. 14, 2012.  Bankruptcy Judge Peter J. Walsh oversees the case.
Greylock Partners LLC Chief Executive John Ray serves as chief
reorganization officer.  Cleary Gottlieb Steen & Hamilton LLP
serves as OSG's Chapter 11 counsel, while Chilmark Partners LLC
serves as financial adviser.  Kurtzman Carson Consultants LLC will
provide certain administrative services.

The Debtors disclosed $4.15 billion in assets and $2.67 billion in
liabilities as of June 30, 2012.  Liabilities include $1.49
billion on an unsecured credit agreement with DNB Bank ASA as
agent.  In addition to the secured Chinese loan, there is $518
million in unsecured notes and debentures plus $267 million on
ship mortgages taken down to finance nine vessels.

The Export-Import Bank of China, owed $312 million used for the
construction of five tankers, is represented by Louis R. Strubeck,
Jr., Esq., and Kristian W. Gluck, Esq., at Fulbright & Jaworski
LLP in Dallas; David L. Barrack, Esq., and Beret Flom, Esq., at
Fulbright & Jaworski in New York; and John Knight, Esq., and
Christopher Samis, Esq., at Richards Layton & Finger PA.  Chilmark
Partners, LLC serves as financial and restructuring advisor.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed a
five-member official committee of unsecured creditors in the case
of Overseas Shipholding Group Inc.


OVERSEAS SHIPHOLDING: Can Use CEXIM Cash Collateral Until Jan. 24
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Overseas Shipholding Group, Inc., et al., to continue using cash
collateral of the Export-Import Bank of China ("CEXIM") until
the date of the adjourned final hearing on Jan. 24, 2013, subject
to the terms of the Interim Cash Collateral Order dated Nov. 20,
2012.

As of the Petition Date, $311,751,114 in aggregate principal
amount was outstanding under the CEXIM Facility.  Borrowings under
the CEXIM Facility financed the construction in China of five
vessels that carry crude oil or finished petroleum products.  Each
of the CEXIM Vessels is owned by a CEXIM Borrower.

Pursuant to the Interim Cash Collateral Order, as adequate
protection for the use of cash collateral, CEXIM is granted, among
others:

  a. postpetition liens and security interest in all of the cash
     collateral.

  b. OSG International, Inc. ("OIN") will pay to CEXIM the current
     cash payment of interest on the CEXIM Prepetition Obligations
     at the non-default contract rate of interest set forth (and
     at the times provided in) the CEXIM Facility Documens.

A copy of the Interim Cash Collateral Order dated Nov. 20, 2012,
is available at http://bankrupt.com/misc/OSG.doc62.pdf

                    About Overseas Shipholding

Overseas Shipholding Group, Inc., headquartered in New York, is
one of the largest publicly traded tanker companies in the world,
engaged primarily in the ocean transportation of crude oil and
petroleum products.  OSG owns or operates 111 vessels that
transport oil and petroleum products throughout the world.

Overseas Shipholding Group and 180 affiliates filed voluntary
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on
Nov. 14, 2012.  Bankruptcy Judge Peter J. Walsh oversees the case.
Greylock Partners LLC Chief Executive John Ray serves as chief
reorganization officer.  Cleary Gottlieb Steen & Hamilton LLP
serves as OSG's Chapter 11 counsel, while Chilmark Partners LLC
serves as financial adviser.  Kurtzman Carson Consultants LLC will
provide certain administrative services.

The Debtors disclosed $4.15 billion in assets and $2.67 billion in
liabilities as of June 30, 2012.  Liabilities include $1.49
billion on an unsecured credit agreement with DNB Bank ASA as
agent.  In addition to the secured Chinese loan, there is $518
million in unsecured notes and debentures plus $267 million on
ship mortgages taken down to finance nine vessels.

The Export-Import Bank of China, owed $312 million used for the
construction of five tankers, is represented by Louis R. Strubeck,
Jr., Esq., and Kristian W. Gluck, Esq., at Fulbright & Jaworski
LLP in Dallas; David L. Barrack, Esq., and Beret Flom, Esq., at
Fulbright & Jaworski in New York; and John Knight, Esq., and
Christopher Samis, Esq., at Richards Layton & Finger PA.  Chilmark
Partners, LLC serves as financial and restructuring advisor.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed a
five-member official committee of unsecured creditors in the case
of Overseas Shipholding Group Inc.


OVERSEAS SHIPHOLDING: Wants Approval to Use DSF Collateral
----------------------------------------------------------
Overseas Shipholding Group, Inc., et al., ask the U.S. Bankruptcy
Court for the District of Delaware to use Danish Ship Finance
A/S's prepetition collateral and to grant DSF adequate protection
with respect to any diminution in the value of its interests in
the collateral.

As of the Petition Date, $266,935,725 was outstanding under the
DSF Facility.  Borrowings under the DSF facility financed the
construction of nine vessels that carry crude oil or finished
petroleum products.  The maturity of the loans ranges from 2014 to
2020.  The DSF Facility is secured by mortgages on the DSF
Vessels, assignments of certain DSF Vessel earnings, and
assignments of vessel insurance in favor of
DSF (the "DSF Prepetition Collateral").

A hearing on the motion has been scheduled for Jan. 24, 2013, at
9:30 a.m.  Objections were due Jan. 14.

A copy of the motion is available at:

              http://bankrupt.com/misc/osg.doc249.pdf

                    About Overseas Shipholding

Overseas Shipholding Group, Inc., headquartered in New York, is
one of the largest publicly traded tanker companies in the world,
engaged primarily in the ocean transportation of crude oil and
petroleum products.  OSG owns or operates 111 vessels that
transport oil and petroleum products throughout the world.

Overseas Shipholding Group and 180 affiliates filed voluntary
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on
Nov. 14, 2012.  Bankruptcy Judge Peter J. Walsh oversees the case.
Greylock Partners LLC Chief Executive John Ray serves as chief
reorganization officer.  Cleary Gottlieb Steen & Hamilton LLP
serves as OSG's Chapter 11 counsel, while Chilmark Partners LLC
serves as financial adviser.  Kurtzman Carson Consultants LLC will
provide certain administrative services.

The Debtors disclosed $4.15 billion in assets and $2.67 billion in
liabilities as of June 30, 2012.  Liabilities include $1.49
billion on an unsecured credit agreement with DNB Bank ASA as
agent.  In addition to the secured Chinese loan, there is $518
million in unsecured notes and debentures plus $267 million on
ship mortgages taken down to finance nine vessels.

The Export-Import Bank of China, owed $312 million used for the
construction of five tankers, is represented by Louis R. Strubeck,
Jr., Esq., and Kristian W. Gluck, Esq., at Fulbright & Jaworski
LLP in Dallas; David L. Barrack, Esq., and Beret Flom, Esq., at
Fulbright & Jaworski in New York; and John Knight, Esq., and
Christopher Samis, Esq., at Richards Layton & Finger PA.  Chilmark
Partners, LLC serves as financial and restructuring advisor.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed a
five-member official committee of unsecured creditors in the case
of Overseas Shipholding Group Inc.


PACER MANAGEMENT: Knox County Parties Object to Case Dismissal
--------------------------------------------------------------
Knox County, Kentucky and Knox Hospital Corporation filed
objections to the U.S. Trustee's request for conversion to
Chapter 7 liquidation or dismissal of the bankruptcy case of
Pacer Management of Kentucky, LLC, et al.

The Knox County Parties said they share the concerns of the Office
of the United States Trustee regarding the irregularity of the
Debtors' filing of monthly operating reports and the inaccuracies
noted by the Office of the United States Trustee.  The estate is
paying for the services of an accounting firm whose authorization
includes the preparation of monthly operating reports and the
Debtors should be required to particularly address and to resolve
the concerns of the United States Trustee.  But the Knox County
Parties says it is not in the best interest of the creditors of
the bankruptcy estates for the case to be converted to Chapter 7
or dismissed.

The primary asset of the Debtors' estates is accounts receivable
generated prior to July 16, 2012.  According to the MORs filed as
of Oct. 31, 2012, there are approximately $1.2 million in accounts
receivable outstanding and uncollected but which the Debtors
believe are collectible.  The Debtors have retained the services
of a firm which purports to specialize in the collection of
medical accounts receivable.  This firm undertook the collection
of outstanding accounts receivable at the end of July 2012, and
that process is on-going.  Since that date, the Debtors have
collected $1 million in accounts receivable.

According to the Knox County Parties, the proceeds collected are
being used by the estate to fund its obligations under a
Settlement Agreement with Knox County, to fund the payment of
self-insured health benefits to its former employees arising from
health benefit claims incurred prior to the transition of the
hospital operations to Knox Hospital Corporation, and to fund
adequate protection payments to the IRS in exchange for the use of
the IRS's cash collateral.  The Settlement has not been fully
consummated. Under this agreement, the Debtors are obligated to
deliver $230,000 to Knox County from the next $460,000 in accounts
receivable collections.

The Knox County Parties contend a Chapter 7 trustee does not have
the expertise necessary to effectively maximize the collection of
medical accounts receivable, and would have to retain the services
of a specialist in that area.

The Knox County Parties are represented by:

         Mary L. Fullington, Esq.
         Douglas L. McSwain, Esq.
         WYATT, TARRANT & COMBS, LLP
         250 West Main Street, Suite 1600
         Lexington, KY 40507-1746
         Telephone: (859) 233-2012
         Facsimile: (859) 259-0649
         E-mail: Lexbankruptcy@wyattfirm.com

                      About Pacer Management

Pacer Management of Kentucky, LLC, and Pacer Health Management
Corporation of Kentucky filed voluntary Chapter 11 petitions
(Bankr. E.D. Ky. Case Nos. 12-60410 and 12-60411) on March 27,
2012.  Cumberland-Pacer, LLC also filed for Chapter 11 (Bankr.
E.D. Ky. Case No. 12-60412) also filed a separate petition on the
same day.  Pacer Management estimated up to $50 million in assets
and debts.

The Debtors lease the assets and real property to operate the
hospital from Knox County, Kentucky and Knox Hospital Corporation.
According to court filings, the lessors in 2009 filed suit against
Pacer Health and others in the Knox Circuit Court alleging a
breach of the Lease Agreement but the suit was later resolved.
Under the deal, CP was substituted as lessee.

CP is a Kentucky limited liability company established by Dr.
Satyabrata Chatterjee and Dr. Ashwini Anand to purchase the stock
of Pacer Holdings of Kentucky, Inc., which owned 100% of the stock
of Pacer Health and 60% of the stock of Pacer Management.  CP,
which previously owned 40% of the stock of Pacer Management,
became the sole owner of Pacer Management following the
transaction.

In October 2011, the county notified CP it was in default under
the lease agreement.  The parties negotiated numerous extensions
of time to cure the alleged defaults, most recently until 12:01
a.m. on March 29, 2012.  Prior to expiration of the most recent
extension, the Lessors again filed suit in the Knox Circuit Court
on March 20, 2012 seeking to have the Lease Agreement terminated
and requesting entry of a restraining order against CP, PHM and
PM, among others.

On March 20, 2012, the Knox Circuit Court issued a restraining
order which precluded the Debtors from spending hospital funds
other than for ordinary operating expenses, among other things.

A March 22, 2012 report by The Associated Press said that county
officials and the hospital board have agreed to terminate the
facility's lease with the Debtors.  The group then agreed to sign
with another management company that will keep the hospital open
and prepare it to be sold, according to the report.

The Debtors filed for Chapter 11 protection to retain control of
the Hospital.  The Debtors said they seek to continue operating
the Hospital pursuant to the terms of the Lease Agreement and
preserve their option to purchase the Hospital.

Judge Joseph M. Scott, Jr. presides over the case.  Lawyers at
DelCotto Law Group PLLC, in Lexington, Ky., serve as the Debtors'
counsel.  Craig Morgan, the Debtors' CEO, has been appointed by
the Court as the individual responsible for performing the duties
of the Company as a Debtor in possession.  Mr. Morgan signed the
bankruptcy petitions.

Dr. Satyabrata Chatterjee, one of the DIP lenders, is represented
by Dinsmore & Shohl, LLP.  Dr. Ashwini Anand has teamed up with
Dr. Chatterjee to provide the DIP loan.

An Official Committee of Unsecured Creditors has been appointed
and reconstituted by the United States Trustee in the Chapter 11
cases, but has not been active.  No trustee or examiner has been
appointed, although a patient care ombudsman has been appointed.


PATRIOT COAL: Brower Piven Named Lead Counsel in Class Suit
-----------------------------------------------------------
In the case, ERNESTO ESPINOZA, on behalf of himself and all others
similarly situated Plaintiff, v. RICHARD M. WHITING and MARK N.
SCHROEDER, Defendants, Nos. 4:12cv1711 SNLJ, 4:12cv1815 RSW,
Consolidated No. 4:12cv2167 FRB (E.D. Mo.), District Judge Stephen
N. Limbaugh appointed:

     (a) the Patriot Coal Investor Group -- consisting of Dr. Jan
         Arnett, Douglas Keehn, Dennis Doucet, Kevin Lowery, and
         Thomas J. Podraza -- as Lead Plaintiff for the Class
         pursuant to Section 21D(a)(3)(B) of the Securities
         Exchange Act of 1934, 15 U.S.C. Sec. 78u-4(a)(3)(B), as
         amended by Section 101(b) of the Private Securities
         Litigation Reform Act of 1995;

     (b) Brower Piven, A Professional Corporation, the Patriot
         Coal Investor Group's lawyers, to serve as Lead Counsel;
         and

     (c) Holland, Groves, Schneller & Stolze, LLC, to serve as
         Liaison Counsel.

The Court denied the request for appointment of lead plaintiff and
lead counsel filed by (1) John Ziants; (2) James Karas and Denis
Dehne; (3) James Schmitt, Karel Rybacek, and Douglas Combs; (4)
the Cambridge Retirement System; and (6) Richard Sitko.

The consolidated securities class action cases are brought on
behalf of all persons who purchased Patriot Coal Corporation
securities between Oct. 21, 2010 and July 6, 2012 against certain
officers of Patriot Coal.  The officers are alleged to have made
false and misleading statements concerning Patriot Coal's court-
ordered environmental remediation efforts.

A copy of the Court's Jan. 16, 2013 Memorandum and Order is
available at http://is.gd/A0Dw94from Leagle.com.

                        About Patriot Coal

St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer
and marketer of coal in the eastern United States, with 13 active
mining complexes in Appalachia and the Illinois Basin.  The
Company ships to domestic and international electricity
generators, industrial users and metallurgical coal customers, and
controls roughly 1.9 billion tons of proven and probable coal
reserves.

Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11
petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y.
Lead Case No. 12-12900) on July 9, 2012.  Patriot said it had
$3.57 billion of assets and $3.07 billion of debts, and has
arranged $802 million of financing to continue operations during
the reorganization.

Davis Polk & Wardwell LLP is serving as legal advisor, Blackstone
Advisory Partners LP is serving as financial advisor, and AP
Services, LLC is providing interim management services to Patriot
in connection with the reorganization.  Ted Stenger, a Managing
Director at AlixPartners LLP, the parent company of AP Services,
has been named Chief Restructuring Officer of Patriot, reporting
to the Chairman and CEO.  GCG, Inc. serves as claims and noticing
agent.

The U.S. Trustee appointed a seven-member creditors committee.
Kramer Levin Naftalis & Frankel LLP serves as its counsel.
Houlihan Lokey Capital, Inc., serves as its financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as its
information agent.

On Nov. 27, 2012, the New York bankruptcy judge moved Patriot's
bankruptcy case to St. Louis.  The order formally sending the
reorganization to Missouri was signed December 19 by the
bankruptcy judge.


PICCADILLY RESTAURANTS: Panel Taps Greenberg Traurig as Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of Piccadilly
Restaurants, LLC, sought and obtained approval from the U.S.
Bankruptcy Court to retain Greenberg Traurig LLP as counsel, nunc
pro tunc to Nov. 1, 2012.

The Committee attests that the firm is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code.

The current hourly rates applicable to the principal attorneys and
paralegals proposed to represent the Committee are:

    Professional                       Rates
    ------------                       -----
    David B. Kurzweil                   $750
    Shari L. Heyen                      $675
    David R. Eastlake                   $350
    Lee Hart                            $345
    Gail Jamrock                        $250
    Fran Russell                        $250

Notwithstanding the hourly rate, Greenberg has agreed that its
blended hourly rate for the Chapter 11 cases will not exceed $395
per hour.

Greenberg represents no other entity in the case, is disinterested
as the term is defined in 11 U.S.C. Sec. 101(14), and represents
or holds no interest adverse to the interest of the Debtors'
estates.

                   About Piccadilly Restaurants

Piccadilly Restaurants, LLC, and two affiliated entities sought
Chapter 11 bankruptcy protection (Bankr. W.D. La. Case Nos.
12-51127 to 12-51129) on Sept. 11, 2012.  The affiliates are
Piccadilly Food Service, LLC, and Piccadilly Investments LLC.

Piccadilly Restaurants, LLC, headquartered in Baton Rouge,
Louisiana, is the largest cafeteria-style restaurant in the United
States, with operations in 10 states in the Southeast and Mid-
Atlantic regions.  It is wholly owned by Piccadilly Investments,
LLC.  Piccadilly operates an institutional foodservice division
through a wholly owned subsidiary, Piccadilly Food Service, LLC,
servicing schools and other organizations.  With a history dating
back to 1944, the Company operates 81 restaurants at three owned
and 78 leased locations.

Then known as Piccadilly Cafeterias, Inc., the Company filed for
Chapter 11 relief (Bankr. S.D. Fl. Case No. 03-27976) on Oct. 29,
2003.  Paul Steven Singerman, Esq., and Jordi Guso, Esq., at
Berger Singerman, P.A. represented the Debtor in the case.  After
Piccadilly declared bankruptcy under Chapter 11, but before its
plan was submitted to the Bankruptcy Court for the Southern
District of Florida, the Bankruptcy Court authorized Piccadilly to
sell its assets to Yucaipa Cos., for about $80 million.  In
October 2004, the Bankruptcy Court confirmed the plan.

Judge Robert Summerhays oversees the 2012 cases.  Lawyers at
Jones, Walker, Waechter, Poitevent, Carrere & Denegre, LLP, in New
Orleans, serve as the 2012 Debtors' counsel.  BMC Group, Inc.,
serves as claims agent, noticing agent and balloting agent.  In
its schedules, the Debtor disclosed $34,952,780 in assets and
$32,000,929 in liabilities.

New York-based vulture fund Atalaya Administrative LLC, in its
capacity as administrative agent for Atalaya Funding II, LP,
Atalaya Special Opportunities Fund IV LP (Tranche B), and Atalaya
Special Opportunities Fund (Cayman) IV LP (Tranche B), the
Debtors' prepetition secured lender, is represented in the case
by lawyers at Carver, Darden, Koretzky, Tessier, Finn, Blossman &
Areaux, L.L.C.; and Patton Boggs, LLP.

Henry G. Hobbs, Jr., Acting United States Trustee for Region 5, in
October appointed seven members to the official committee of
unsecured creditors in the Chapter 11 cases of Piccadilly
Restaurants, LLC.


PICCADILLY RESTAURANTS: Court OKs GA Keen as Real Estate Advisors
-----------------------------------------------------------------
Piccadilly Restaurants, LLC, sought and obtained approval from the
U.S. Bankruptcy Court to employ GA Keen Realty Advisors, LLC, as
special real estate advisors, nunc pro tunc to Nov. 14, 2012.

The firm will:

(a) organize the lease information for the leased properties in a
    manner that clearly displays the site-level business and lease
    economics.

(b) contact the landlord for the leased properties and will seek
    to negotiate with the landlord for modifications in accordance
    with the parameters established by the Debtors.

(c) work with the landlords, the Debtors, and the Debtors' counsel
    to document all lease modification proposals.

The Debtors will pay Keen Realty an earned, non-refundable
engagement fee of $10,000.

The Debtors will pay the firm on a per property basis, a
transaction fee, which is the greater of $4,000 or 5% of "savings"
to be calculated as the difference between:

(a) the remaining leasehold liability payable by the Debtors
    before the execution of the applicable modification agreement,
    and

(b) the remaining leasehold liability payable by the Debtors
    following the lease modification agreement date.

Before deciding to retain Keen Realty, the Debtors (a) identified
certain select leases that it may seek to reject, and (b)
undertook and, in some instances completed, the process of
re-negotiating certain lease renewals or amendments.  With respect
to those leases, because the majority of the work has been
completed, the Debtors believe that it is appropriate to exclude
those properties from the normal 5% transaction fee.

The Debtors would also advance Keen Realty a $2,500 payment
against out of pocket expenses. Keen Realty must seek Keen
Realty's prior written approval for any single expense that
exceeds $1,000.

                   About Piccadilly Restaurants

Piccadilly Restaurants, LLC, and two affiliated entities sought
Chapter 11 bankruptcy protection (Bankr. W.D. La. Case Nos.
12-51127 to 12-51129) on Sept. 11, 2012.  The affiliates are
Piccadilly Food Service, LLC, and Piccadilly Investments LLC.

Piccadilly Restaurants, LLC, headquartered in Baton Rouge,
Louisiana, is the largest cafeteria-style restaurant in the United
States, with operations in 10 states in the Southeast and Mid-
Atlantic regions.  It is wholly owned by Piccadilly Investments,
LLC.  Piccadilly operates an institutional foodservice division
through a wholly owned subsidiary, Piccadilly Food Service, LLC,
servicing schools and other organizations.  With a history dating
back to 1944, the Company operates 81 restaurants at three owned
and 78 leased locations.

Then known as Piccadilly Cafeterias, Inc., the Company filed for
Chapter 11 relief (Bankr. S.D. Fl. Case No. 03-27976) on Oct. 29,
2003.  Paul Steven Singerman, Esq., and Jordi Guso, Esq., at
Berger Singerman, P.A. represented the Debtor in the case.  After
Piccadilly declared bankruptcy under Chapter 11, but before its
plan was submitted to the Bankruptcy Court for the Southern
District of Florida, the Bankruptcy Court authorized Piccadilly to
sell its assets to Yucaipa Cos., for about $80 million.  In
October 2004, the Bankruptcy Court confirmed the plan.

Judge Robert Summerhays oversees the 2012 cases.  Lawyers at
Jones, Walker, Waechter, Poitevent, Carrere & Denegre, LLP, in New
Orleans, serve as the 2012 Debtors' counsel.  BMC Group, Inc.,
serves as claims agent, noticing agent and balloting agent.  In
its schedules, the Debtor disclosed $34,952,780 in assets and
$32,000,929 in liabilities.

New York-based vulture fund Atalaya Administrative LLC, in its
capacity as administrative agent for Atalaya Funding II, LP,
Atalaya Special Opportunities Fund IV LP (Tranche B), and Atalaya
Special Opportunities Fund (Cayman) IV LP (Tranche B), the
Debtors' prepetition secured lender, is represented in the case
by lawyers at Carver, Darden, Koretzky, Tessier, Finn, Blossman &
Areaux, L.L.C.; and Patton Boggs, LLP.

Henry G. Hobbs, Jr., Acting United States Trustee for Region 5, in
October appointed seven members to the official committee of
unsecured creditors in the Chapter 11 cases of Piccadilly
Restaurants, LLC.


PICCADILLY RESTAURANTS: Panel Can Hire Derbes as Attorneys
----------------------------------------------------------
The Unsecured Creditors Committee of Piccadilly Restaurants, LLC
sought and obtained approval from the U.S. Bankruptcy Court to
retain the Derbes Law Firm, LLC, as attorneys.

Piccadilly Restaurants, LLC, and two affiliated entities sought
Chapter 11 bankruptcy protection (Bankr. W.D. La. Case Nos.
12-51127 to 12-51129) on Sept. 11, 2012.  The affiliates are
Piccadilly Food Service, LLC, and Piccadilly Investments LLC.

Piccadilly Restaurants, LLC, headquartered in Baton Rouge,
Louisiana, is the largest cafeteria-style restaurant in the United
States, with operations in 10 states in the Southeast and Mid-
Atlantic regions.  It is wholly owned by Piccadilly Investments,
LLC.  Piccadilly operates an institutional foodservice division
through a wholly owned subsidiary, Piccadilly Food Service, LLC,
servicing schools and other organizations.  With a history dating
back to 1944, the Company operates 81 restaurants at three owned
and 78 leased locations.

Then known as Piccadilly Cafeterias, Inc., the Company filed for
Chapter 11 relief (Bankr. S.D. Fl. Case No. 03-27976) on Oct. 29,
2003.  Paul Steven Singerman, Esq., and Jordi Guso, Esq., at
Berger Singerman, P.A. represented the Debtor in the case.  After
Piccadilly declared bankruptcy under Chapter 11, but before its
plan was submitted to the Bankruptcy Court for the Southern
District of Florida, the Bankruptcy Court authorized Piccadilly to
sell its assets to Yucaipa Cos., for about $80 million.  In
October 2004, the Bankruptcy Court confirmed the plan.

Judge Robert Summerhays oversees the 2012 cases.  Lawyers at
Jones, Walker, Waechter, Poitevent, Carrere & Denegre, LLP, in New
Orleans, serve as the 2012 Debtors' counsel.  BMC Group, Inc.,
serves as claims agent, noticing agent and balloting agent.  In
its schedules, the Debtor disclosed $34,952,780 in assets and
$32,000,929 in liabilities.

New York-based vulture fund Atalaya Administrative LLC, in its
capacity as administrative agent for Atalaya Funding II, LP,
Atalaya Special Opportunities Fund IV LP (Tranche B), and Atalaya
Special Opportunities Fund (Cayman) IV LP (Tranche B), the
Debtors' prepetition secured lender, is represented in the case
by lawyers at Carver, Darden, Koretzky, Tessier, Finn, Blossman &
Areaux, L.L.C.; and Patton Boggs, LLP.

Henry G. Hobbs, Jr., Acting United States Trustee for Region 5, in
October appointed seven members to the official committee of
unsecured creditors in the Chapter 11 cases of Piccadilly
Restaurants, LLC.


PUERTO DEL REY: Discloses $100-Mil. in Assets, $44-Mil. in Debt
---------------------------------------------------------------
Puerto Del Rey sought Chapter 11 protection before the end of 2012
and disclosed $99.8 million in total assets and $44.4 million in
liabilities.

The Debtor disclosed that its commercial property -- the Puerto
Del Rey Marina in Fajardo, Puerto Rico -- is worth $67.3 million
and secures $43 million of debt to First Bank Puerto Rico Inc.
The 22-acre facility in Fajardo, Puerto Rico, has 918 wet slips
dry storage for 600 boats, and commercial building Plaza Del
Puerto and supporting buildings.  The Debtor also owns other
properties in Ceiba and Fajardo, in Puerto Rico.

Aside from the $43.2 million debt to First Bank, the Debtor owes
$90,000 in unsecured priority claims and $1.03 million in
unsecured nonpriority claims.

A copy of the schedules attached to the petition is available for
free at http://bankrupt.com/misc/prb12-10295.pdf

Puerto del Rey, Inc. filed a petition for Chapter 11 protection
on Dec. 28 in Old San Juan, Puerto Rico (Bankr. D.P.R. Case No.
12-10295).


PUERTO DEL REY: Hires Charles A. Cuprill as Counsel
---------------------------------------------------
Puerto del Rey, Inc., sought and obtained approval from the
Bankruptcy Court to employ Charles A. Cuprill, P.S.C., Law
Offices, as counsel.  The Debtor has tapped the firm on the basis
of a $40,000 retainer, against which the firm will bill on the
basis of $350 per hour, plus expenses, for worked performed by
Charles A. Cuprill-Hernandez, Esq., $225 per hour for any senior
associate, $150 per hour for junior associates, $85 for
paralegals, upon application and approval of the Court.  Cuprill
said it is a disinterested entity as defined in 11 U.S.C. Sec.
101(14).

                       About Puerto del Rey

Puerto del Rey, Inc., owner of the Puerto Del Rey Marina, filed a
petition for Chapter 11 protection on Dec. 28 in Old San Juan,
Puerto Rico (Bankr. D.P.R. Case No. 12-10295), owing $43 million
to secured lender First Bank Puerto Rico Inc.  The 22-acre
facility in Fajardo, Puerto Rico, has 918 wet slips and dry
storage for 600 boats.  Bankruptcy was designed to forestall
creditors from attaching assets.  The Debtor disclosed assets of
$99.8 million and liabilities totaling $44.4 million.


PUERTO DEL REY: Proposes Luis R. Carrasquillo as Consultant
-----------------------------------------------------------
Puerto del Rey, Inc., is in need of an experienced financial
consultant to assists its management in the financial
restructuring of its affairs by providing advice in strategic
planning and the preparation of the Debtor's plan of
reorganization and disclosure statement, and participating in the
Debtor's negotiations with financial institutions, lessors, and
creditors.

Accordingly, the Debtor proposes to employ Luis R. Carrasquillo
Ruiz, CPA, on the basis of a $15,000 in advance, paid by the
Debtor, against which Carrasquillo will bill on the standard
rates:

   Professional               Position           Hourly Rate
   ------------               --------           -----------
CPA Luis R. Carrasquillo      Partner               $160
CPA Marcelo Gutierrez         Senior CPA            $125
Other CPAs                                        $90 to $125
Lionel Rodriquez Perez        Senior Accountant      $85
Carmen Callejas Echevarna     Senior Accountant      $80
Alfredo J. Segarra            Senior Accountant      $75
Sandra Zavala Diaz            Junior Account         $60
Janet Marrero                 Admin. and Support     $40
Iris L. Franqul               Admin. And Support     $40

The financial advisor can be reached at:

         LUIS R. CARRASQUILLO RUIZ, CPA
         28th Street, #TI-26
         Turabo Gardens Avenue
         Caguas PR 00725
         Tel: 787-746-4555, 787-746-4556
         Fax: 787-746-4564
         E-mail: luis@cpacarrasquillo.com

                       About Puerto del Rey

Puerto del Rey, Inc., owner of the Puerto Del Rey Marina, filed a
petition for Chapter 11 protection on Dec. 28 in Old San Juan,
Puerto Rico (Bankr. D.P.R. Case No. 12-10295), owing $43 million
to secured lender First Bank Puerto Rico Inc.  The 22-acre
facility in Fajardo, Puerto Rico, has 918 wet slips and dry
storage for 600 boats.  Bankruptcy was designed to forestall
creditors from attaching assets.  The Debtor disclosed assets of
$99.8 million and liabilities totaling $44.4 million.


QUALTEQ INC: To Auction Unsold Real Estate on Feb. 25
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the trustee for Qualteq Inc., a provider of
production services for direct-marketing firms until the business
was sold, will hold an auction on Feb. 25 to sell eight remaining
parcels of real estate.

According to the report, initial bids are due Feb. 20 under
auction and sale procedures approved Jan. 16 by the U.S.
Bankruptcy Court in Chicago.  Bidders can submit offers for the
entire package or individual properties.  Secured lenders may bid
their claims rather than cash.  There will be a March 5 hearing to
approve the sale.

                        About QualTeq Inc.

South Plainfield, New Jersey-based QualTeq, Inc., engages in the
design, manufacture, and personalization of plastic cards in the
United States.  The company manufactures magnetic, contact, and
dual interface smart cards.

Qualteq Inc. and 17 affiliated companies filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 11-12572) on
Aug. 14, 2011.  Eric Michael Sutty, Esq., and Jeffrey M. Schlerf,
Esq., at Fox Rothschild LLP, serve as local counsel to the
Debtors.  K&L Gates LLP is the general bankruptcy counsel.
Eisneramper LLP is the accountants and financial advisors.
Scouler & Company is the restructuring advisors.  Lowenstein
Sandler PC is counsel to the Committee.  Avadamma LLC disclosed
$38,491,767 in assets and $36,190,943 in liabilities as of the
Petition Date.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed four
unsecured creditors to serve on the Official Committee of
Unsecured Creditors.  Lowenstein Sandler PC represents the
Committee.  Eisneramper LLP serves as its accountants and
financial advisors.

In November 2012, the Qualteq trustee completed the sale of the
business for $51.2 million to Valid USA Inc.  The price included
$46.1 million in cash plus the assumption of liabilities.

At the request of Bank of America NA, the bankruptcy judge
appointed a Chapter 11 trustee in May 2012.  The case was
transferred to Chicago from Delaware in February 2012.

Fred C. Caruso, the Chapter 11 Trustee, tapped Hilco Real Estate,
LLC, as real estate advisors.

The Debtors' Third Amended Joint Plan of Reorganization provides
that on or after the Confirmation Date, the applicable Debtors or
Reorganized Debtors may enter into Restructuring Transactions and
may take actions as the Debtors or the Reorganized Debtors
determine to be necessary or appropriate to (i) effect a corporate
restructuring of their respective businesses; (ii) to simplify the
overall corporate structure of the Reorganized Debtors; or (iii)
to preserve the value of any available net operating losses and
other favorable tax attributes; or (iv) to maximize the value of
the Reorganized Debtors, all to the extent not inconsistent with
any other terms of the Plan or existing law.


RAVENWOOD HEALTHCARE: Court OKs Walker & Murphy as Special Counsel
------------------------------------------------------------------
Ravenwood Healthcare, Inc., doing business as Harborside Nursing
and Rehabilitation Center, sought and obtained permission from the
U.S. Bankruptcy Court to employ Walker & Murphy, LLP as special
counsel.

Walker is retained by CNA -- not the Debtor -- and submits its
billing directly to CNA.  The Debtor is not obligated to pay for
any of the services or expenses incurred by Walker.  Therefore,
Walker will not be submitting any requests for payment in
accordance with 11 U.S.C. Section 330(a).

Walker will not serve as bankruptcy and reorganization counsel to
the Debtor.

John J. Murphy attests that the firm is a "disinterested person"
as the term is defined in Section 101(14) of the Bankruptcy Code.

                     About Ravenwood Healthcare

Ravenwood Healthcare, Inc. filed a Chapter 11 petition (Bankr.
M.D. La. Case No. 12-10612) on April 27, 2012, in its home-town in
Baton Rouge.  Ravenwood Healthcare is a not-for-profit corporation
which owns and operates the Harborside Nursing and Rehabilitation
Center, a 165-bed skilled care facility in Baltimore, Maryland.
It has 134 hourly rate based and 11 salaried rate based employees.

Bankruptcy Judge Douglas D. Dodd oversees the case.  William E.
Steffes, Esq., and Noel Steffes Melancon, Esq., at Stefes,
Vingiello & McKenzie, LLC, serve as the Debtor's counsel.

In its petition, the Debtor estimated $10 million to $50 million
in both assets and debts.  The petition was signed by Richard T.
Daspit, Sr., president.


RAVENWOOD HEALTHCARE: Can Hire Timothy Dixon as Special Counsel
---------------------------------------------------------------
Ravenwood Healthcare, Inc., sought and obtained approval from the
U.S. Bankruptcy Court to employ Timothy E. Dixon, PA, as special
counsel.

Dixon has received payments from the Debtor in the one year period
prior to the Petition Date in the amount of $28,000.  There is an
outstanding balance owed to Dixon for billed unpaid prepetition
work in the amount of $13,000.  Dixon understands that it may not
seek to collect said debt from the Debtor and is bound by whatever
plan is ultimately confirmed herein.

Dixon has no connection with the Debtor, the Debtor's creditors,
or any other party-in-interest in the Debtor's bankruptcy case, or
their respective attorneys or other professionals, or any employee
of the Office of the United States Trustee.

                     About Ravenwood Healthcare

Ravenwood Healthcare, Inc. filed a Chapter 11 petition (Bankr.
M.D. La. Case No. 12-10612) on April 27, 2012, in its home-town in
Baton Rouge.  Ravenwood Healthcare is a not-for-profit corporation
which owns and operates the Harborside Nursing and Rehabilitation
Center, a 165-bed skilled care facility in Baltimore, Maryland.
It has 134 hourly rate based and 11 salaried rate based employees.

Bankruptcy Judge Douglas D. Dodd oversees the case.  William E.
Steffes, Esq., and Noel Steffes Melancon, Esq., at Stefes,
Vingiello & McKenzie, LLC, serve as the Debtor's counsel.

In its petition, the Debtor estimated $10 million to $50 million
in both assets and debts.  The petition was signed by Richard T.
Daspit, Sr., president.


RESIDENTIAL CAPITAL: Quinn Emanuel Represents RMBS Purchasers
-------------------------------------------------------------
Pursuant to Rule 2019 of the Federal Rules of Bankruptcy
Procedure, Susheel Kirpalani, Esq., at Quinn Emanuel Urquhart &
Sullivan, LLP, in New York, disclosed that his firm represents
these parties-in-interest in the Chapter 11 cases of Residential
Capital LLC and its affiliated debtors:

  Entities                             Nature of Claim
  --------                             ---------------
  AIG Asset Management (US), LLC    Purchaser of RMBS issued by
                                    45 securitization trusts as
                                    to which the Debtors acted as
                                    sponsor, depositor and
                                    originator.  AMG Clients
                                    suffered approximately
                                    $1.168 billion in losses on
                                    the securities.

   Allstate Insurance Company       Purchaser of RMBS issued by
                                    23 securitization trusts as
                                    to which the Debtors acted as
                                    sponsor, depositor and
                                    originator.  Allstate
                                    suffered approximately
                                    $140 million in losses on
                                    those securities.

   Massachusetts Mutual Life        Purchaser of RMBS issued by
   Insurance Company                18 securitization trusts as
                                    to which the Debtors acted as
                                    sponsor, depositor or
                                    originator.  MassMutual
                                    suffered $217 million in
                                    losses in those securities.

   Prudential Financial, Inc.       Purchaser of RMBS issued by
                                    35 securitization trusts as
                                    to which the Debtors acted as
                                    sponsor, depositor or
                                    originator.  Prudential
                                    suffered $226 million in
                                    losses on those securities.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.  The sale of the assets,
subject to satisfaction of customary closing conditions including
certain third party consents, is expected to close in the first
quarter of 2013.

The partnership of Ocwen and Walter defeated the last bid of $2.91
billion from Fortress Investment Group's Nationstar Mortgage
Holdings Inc., which acted as stalking horse bidder, at an auction
that began Oct. 23, 2012.  The $1.5 billion offer from Warren
Buffett's Berkshire Hathaway Inc. was declared the winning bid for
a portfolio of loans at the auction on Oct. 25.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or  215/945-7000).


RESIDENTIAL CAPITAL: Walters Bender in Mitchell Class Suit
----------------------------------------------------------
Pursuant to Rule 2019 of the Federal Rules of Bankruptcy
Procedure, David M. Skeens, Esq., at Walters Bender Strohbehn &
Vaughan, P.C., in Kansas City, Missouri, disclosed that his firm
serves as:

   -- lead counsel in In re: Community Bank of Northern Virginia
      Second Mortgage Lending Practices Litigation, MDL No. 1674,
      United States District Court for the Western District of
      Pennsylvania; and

   -- class counsel for named plaintiffs Steven and Ruth Mitchell
      and all other members of a settlement class in the
      certified class action entitled Steven and Ruth Mitchell v.
      Residential Funding Corporation, et al., Circuit Court of
      Jackson County, Missouri, Case No. 03-CV-770489-1.

In the MDL Class Action, the MDL Class Representatives seek to
represent themselves and the Putative Class, which class consists
of borrowers in more than 44,000 residential second mortgages
loan transactions who were charged illegal and excessive
settlement and other fees, and who were not provided accurate
and/or timely disclosures concerning the loan costs, in
connection with those second mortgage loans.

The Mitchell Class Action involved the claims of Missouri home
owners that second mortgage loans they obtained violated
Missouri's Second Mortgage Loan Act, RSMo Sec. 408.231 et seq.
The loans at issue were originated by an entity known as Mortgage
Capital Resource Corporation and then acquired by, among others,
Residential Funding Company, LLC.  After a jury verdict in favor
of the plaintiff class and an appeal, the remaining claims were
settled, including a settlement by those class members whose
loans were acquired by RFC in the amount of $14.5 million
dollars.  That settlement agreement forms the basis of the
respective class and individual claims and disclosable economic
interests of the RFC Settlement Class being asserted in the class
lawsuit.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.  The sale of the assets,
subject to satisfaction of customary closing conditions including
certain third party consents, is expected to close in the first
quarter of 2013.

The partnership of Ocwen and Walter defeated the last bid of $2.91
billion from Fortress Investment Group's Nationstar Mortgage
Holdings Inc., which acted as stalking horse bidder, at an auction
that began Oct. 23, 2012.  The $1.5 billion offer from Warren
Buffett's Berkshire Hathaway Inc. was declared the winning bid for
a portfolio of loans at the auction on Oct. 25.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or  215/945-7000).


RESIDENTIAL CAPITAL: Wins Approval to Try to Sell Defaulted Loans
-----------------------------------------------------------------
Steven Church, writing for Bloomberg News, reported that
Residential Capital LLC, the bankrupt mortgage company whose
parent is owned by the U.S. government, won court approval to try
to sell a pool of defaulted loans with a balance of about $130
million.

The mortgages are the best of about $1 billion in bad loans that
ResCap was forced to repurchase after borrowers quit paying,
Bloomberg said, citing papers the company filed earlier this month
in U.S. Bankruptcy Court in Manhattan.

ResCap ?identified those loans that will be attractive to a number
of prospective bidders, which are expected to result in the
highest average market price for the loans sold,? the company said
in the filing. ResCap picked about 650 loans that have the best
information about the value of the homes.

ResCap, based in New York, filed for bankruptcy in May with plans
to sell its major assets and resolve legal claims related to
mortgage loans. The company is owned by Ally Financial Inc.
(ALLY), a Detroit-based auto lender majority owned by U.S.
taxpayers, Bloomberg recounted.

Last year, the company held auctions for the most valuable ResCap
assets -- its loan-servicing business and a separate portfolio of
mortgages, the report pointed out.  Ocwen Financial Corp. (OCN)
won the Oct. 24 auction for the loan- servicing unit with a bid of
$3 billion. The next day, Berkshire Hathaway Inc. (BRK/A) won the
auction for a portfolio of ResCap's loans with a $1.5 billion
offer.

ReCap's 6.5 percent bonds that mature in April climbed 1.7 percent
to 29.25 cents on the dollar, Bloomberg said, citing Trace, the
bond-price reporting system of the Financial Industry Regulatory
Authority.

                         Protests Linger

Maria Chutchian of BankruptcyLaw360 reported that the U.S.
government's concerns over Residential Capital LLC's proposed sale
of a $130 million loan portfolio insured by the Federal Housing
Administration will live another day after a New York bankruptcy
judge approved ResCap's auction procedures Wednesday but held off
on ruling on the sale itself.

U.S. Bankruptcy Judge Martin Glenn signed off on the structure of
the auction process, moving ResCap one step closer to getting rid
of at least one subset of the $1 billion in FHA-insured defaulted
loans, the report said.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.  The sale of the assets,
subject to satisfaction of customary closing conditions including
certain third party consents, is expected to close in the first
quarter of 2013.

The partnership of Ocwen and Walter defeated the last bid of $2.91
billion from Fortress Investment Group's Nationstar Mortgage
Holdings Inc., which acted as stalking horse bidder, at an auction
that began Oct. 23, 2012.  The $1.5 billion offer from Warren
Buffett's Berkshire Hathaway Inc. was declared the winning bid for
a portfolio of loans at the auction on Oct. 25.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or  215/945-7000).


RITE AID: Moody's Affirms 'Caa1' CFR; Outlook Positive
------------------------------------------------------
Moody's Investors Service changed Rite Aid Corporation's outlook
to positive from stable. All existing ratings including its Caa1
Corporate Family Rating and Speculative Grade Liquidity rating of
SGL-3 are affirmed.

Ratings Rationale

The change in outlook to positive acknowledges the continued
improvement in Rite Aid's operating income, a trend which Moody's
believes is sustainable. Rite Aid's operating income has improved
as a result of its improved store environment from its "Wellness"
remodels, continued growth in its Wellness+ loyalty card program,
maintaining to date a high level of customers it gained from
Walgreen's dispute with Express Scripts, and the strong generic
pipeline. As a result, Rite Aid's operating income for the nine
months ended December 1, 2012 increased to $352 million from $239
million in the prior year period. Credit metrics also improved
with debt to EBITDA falling to 8.3 times for the twelve months
ended December 1, 2012 from 8.9 times at the last fiscal year end.
The positive outlook acknowledges that Moody's expects Rite Aid's
credit metrics to improve further over the next twelve months.

However, despite demonstrating solid improvement, Rite Aid's
credit metrics remain weak, which is a key driver of its Caa1
Corporate Family Rating. In particular, EBITA to interest expense
is 0.9 times for the twelve months ended December 1, 2012. Also,
Rite Aid needs to address it sizable 2014 debt maturities which
will likely be at a higher interest rate. Although, Rite Aid's
2014 debt maturities are its first lien secured debt which Moody's
believes will be easier to refinance than Rite Aid's unsecured
debt, Rite Aid's interest expense is likely to increase as a
result of any term loan refinancing. Positive ratings
consideration is given to Rite Aid's adequate liquidity, its large
revenue base, and the solid opportunities of the prescription drug
industry.

The following ratings are affirmed

Corporate Family Rating at Caa1

Probability of Default Rating at Caa1-PD

First-lien bank credit facilities at B2 (LGD 2, 27%)

First-lien senior secured notes at B2 (LGD 2, 27%)

Second-lien senior secured notes at Caa1 (LGD 4, 58%)

Guaranteed senior unsecured notes at Caa2 (LGD 5, 82%)

Senior unsecured notes and debentures at Caa3 (LGD 6, 95%)

Speculative Grade Liquidity rating at SGL-3

An upgrade would require Rite Aid's operating performance to
further improve or absolute debt levels to fall such that it
demonstrates that it can maintain EBITA to interest expense above
1.0 time assuming the refinancing of the 2014 term loan at a
likely higher interest rate. In addition, Rite Aid would also need
to demonstrate that it can maintain debt to EBITDA below 8.0
times, a level that is more sustainable over the longer term.
Lastly, a higher rating would require Rite Aid to continue to
maintain adequate liquidity.

Given the positive outlook, it is unlikely that ratings would be
downgraded at the present time. However, ratings could be lowered
if the company experiences a decline in earnings or liquidity,
should free cash flow become persistently negative, or should the
probability of default increase including by way of a distressed
exchange.

The principal methodology used in rating Rite Aid was the Global
Retail Industry Methodology published in June 2011. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.

Rite Aid Corporation, headquartered in Camp Hill, Pennsylvania,
operates about 4,800 drug stores in 31 states and the District of
Columbia. Revenues are about $26 billion.


SIX FLAGS: Said to Team With Apollo on Sea World Buyout
-------------------------------------------------------
Reuters' Soyoung Kim and Olivia Oran report that three people
familiar with the matter said Orlando, Florida-based SeaWorld
Parks and Entertainment, which is exploring a sale, has attracted
early buyout interest from private equity firm Apollo Global
Management LLC, and amusement park operator Six Flags
Entertainment Corp.

SeaWorld, controlled by private equity firm Blackstone Group LP,
filed for an initial public offering in December but is also in
talks with potential buyers in what is known as a "dual track"
process, Reuters reported previously.

The sources told Reuters that Apollo, which got into the resort
and leisure business with its $262 million acquisition of Great
Wolf Resorts in 2012, and Six Flags, the largest regional theme
park operator in the world, are among several potentially
interested parties.  A deal could value SeaWorld at about $4
billion, based on the financials of its publicly listed peers,
such as Six Flags and Cedar Fair LP.

Blackstone acquired SeaWorld from beer giant Anheuser-Busch InBev
SA for $2.3 billion in December 2009, according to Blackstone's
Web site.

Reuters says Blackstone and Apollo declined to comment, while Six
Flags was not immediately available.  The sources asked not to be
named because the process is not public.

                          About Six Flags

Headquartered in New York City, Six Flags, Inc., is the world's
largest regional theme park company with 20 parks across the
United States, Mexico and Canada.

Six Flags filed for Chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019).  Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, served as the Debtors'
lead counsel.  Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, served as local counsel.  Cadwalader Wickersham & Taft
LLP, served as special counsel.  Houlihan Lokey Howard & Zukin
Capital Inc., served as financial advisors, while KPMG LLC served
as accountants.  Kurtzman Carson Consultants LLC served as claims
and notice agent.  As of March 31, 2009, Six Flags had
$2,907,335,000 in total assets and $3,431,647,000 in total
liabilities.

The Court on April 29, 2010, confirmed the Modified Fourth Amended
Plan of Reorganization of Six Flags Inc. and its debtor-
affiliates.  On April 30, the Debtors consummated their
restructuring through a series of transactions contemplated by the
Plan and the Plan became effective pursuant to its terms.  On the
Effective Date, Six Flags, Inc. changed its corporate name to "Six
Flags Entertainment Corporation."


SKOPE ENERGY: Pine Cliff CCAA Plan of Comprise Accepted
-------------------------------------------------------
Skope Energy Inc. on Jan. 18 disclosed that Pine Cliff Energy Ltd.
obtained an order on January 15, 2012 from the Court of Queen's
Bench of Alberta: (a) accepting the filing of a plan of compromise
and arrangement under the Companies' Creditors Arrangement Act by
Pine Cliff concerning, affecting and involving Skope Energy Inc.
and Skope Energy International Inc.; (b) authorizing Skope and
Pine Cliff to establish one class of unsecured creditors in the
Plan for the purposes of considering and voting on the Plan; (c)
authorizing and directing Skope to call, hold and conduct a
meeting of certain of its creditors to consider and vote on a
resolution to approve the Plan; and (d) approving the procedures
to be followed with respect to the calling and conduct of the
Creditors' Meeting.

The purpose of the Plan is to restructure Skope's debt and to
effect a compromise of the claims of all unsecured creditors of
Skope.

The Plan contemplates the compromise and arrangement of the claims
of all unsecured creditors by the payment of a distribution to all
unsecured creditors pursuant to the provisions of the CCAA.

The Plan proposed by Pine Cliff, in addition to restructuring
Skope's unsecured claims, will result in the redemption, without
compensation, of all of the outstanding shares of Skope.  Pursuant
to the Plan: (i) a new class of redeemable shares of the Company
will be created; (ii) the existing Skope Shares will be converted
to Redeemable Shares; (iii) a new class of voting shares of the
Company will be created; and (iv) new Class A Voting Shares will
be issued to Pine Cliff or its nominee for $1.00.  On the date
that the Plan as proposed by Pine Cliff is implemented, the
existing Skope Shares will be redeemed by the Company for no
consideration and all related options, warrants and other rights
to acquire Skope Shares will be cancelled, without compensation.

In order to be approved, the Plan must receive the affirmative
vote of a majority in number of affected creditors with voting
claims, and two-thirds in value of the voting claims held by such
affected creditors, in each case who vote (in person or by proxy)
on the Plan at the Creditors' Meeting.  The Meeting Order provides
that a notice to creditors, the Plan, form of proxy and
instructions to creditors relating to the Creditors' Meeting will
be mailed to affected creditors on or before January 18, 2013 and
that the Creditors' Meeting will be held on February 15, 2013.
Holders of Skope Shares are not entitled to vote at the Creditors'
Meeting, except in their capacity as creditors, if applicable.
The date of which the Plan will become effective, is expected to
be on or about February 20, 2013.

Further details regarding the Plan and the Meeting are available
on the Monitor's Web site at http://cfcanada.fticonsulting.com/sfc

A copy of the Meeting Order is available on the Monitor's Web site
at http://www.ey.com/ca/skopeenergy

All inquiries regarding the Company's proceedings under the CCAA
should be directed to the Monitor, Ernst & Young Inc., #1000, 440
- 2nd Avenue S.W., Calgary, Alberta T2P 5E9, Attention Jessica
Caden, or by telephone at (403) 206-5153.  Information about the
CCAA proceedings, including copies of all court orders and the
Monitor's reports, are available at the Monitor's Web site
http://www.ey.com/ca/skopeenergy

Skope Energy Inc. is in the business of oil and natural gas
exploration, development and production in Western Canada with a
focus on shallow natural gas.


SATCON TECHNOLOGY: Taps Lazard Middle as Investment Banker
----------------------------------------------------------
Satcon Technology Corporation, et al., asked the U.S. Bankruptcy
Court for the District of Delaware for permission to employ Lazard
Middle Market LLC as investment banker and financial advisor.

The Debtors note that LMM is a subsidiary of LF&Co., which is the
primary U.S. operating subsidiary of a preeminent international
financial advisory and asset management firm.

LMM will, among other things:

   -- advise the Debtors on the timing, nature and terms of new
      securities, and other consideration of other inducements to
      be offered pursuant to restructuring;

   -- advise and assist the Debtors in evaluating any potential
      financing transaction by the Debtors and contracting
      potential sources of capital as the debtors may designate
      and assist the Debtors in implementing the financing; and

   -- assist the Debtors in preparing documentation within LMM's
      area of expertise that is required in connection with any
      restructuring.

The Debtors agreed to pay LMM's fee structure, including, among
other things:

   1. a monthly fee of $100,000;

   2. a fee equal to $1.25 million, payable upon the consummation
      of a restructuring; and

   3. a fee equal to $1.25 million, if the Company consummates a
      sale transaction incorporating all or majority of the assets
      or all or a majority or controlling interest in the equity
      securities of the Company.

To the best of the Debtors' knowledge, LMM is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                      About SatCon Technology

Based in Boston, SatCon Technology Corporation (NasdaqCM: SATC) --
http://www.satcon.com/-- and its wholly owned subsidiaries
provide utility-grade power conversion solutions for the renewable
energy market, primarily for large-scale commercial and utility-
scale solar photovoltaic markets.

Satcon Technology Corporation, along with six related entities,
filed Chapter 11 petitions (Bankr. D. Del. Case No. 12-12869) on
Oct. 17, 2012.

Satcon disclosed assets of $92.3 million and liabilities totaling
$121.9 million.  Liabilities include $13.5 million in secured debt
owing to Silicon Valley Bank.  There is another $6.5 million in
secured subordinated debt.  Unsecured liabilities include $16
million on subordinated notes.

The Hon. Kevin Gross presides over the case.  Dennis A. Meloro,
Esq., at Greenberg Traurig serves as the Debtors' counsel.  Fraser
Milner Casgrain LLP acts as the general Canadian counsel.  Lazard
Middle Market LLC serves as the Debtors' financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as the
Debtors' claims and noticing agent.

The Official Committee of Unsecured Creditors tapped to retain
Holland & Knight LLP as its counsel, Sullivan Hazeltine Allinson
LLC as its co-counsel


SATCON TECHNOLOGY: Five Members of Official Creditors Committee
---------------------------------------------------------------
Roberta A. Deangelis, U.S. Trustee for Region 3 appointed five
creditors to serve in the Official Committee of Unsecured
Creditors in the Chapter 11 cases of Satcon Technology
Corporation, et al.

The Committee comprises of:

      1. Capital Ventures International
         c/o Heights Capital Management
         Attn: Michael L. Spolan
         101 California Street, Suite 3250
         San Francisco, CA 94111
         Tel: (415) 403-6500
         Fax: (415) 403-6525

      2. Columbia Tech
         Attn: Bobby Hazleton
         17 Briden Street
         Worcester, MA 01602
         Tel: (508) 365-1386
         Fax: (508) 459-8340

      3. Creation Technologies LP
         Attn: Mike Walsh
         3939 North Fraser Way
         Burnaby British Columbia
         Canada, V5J 5J2
         Tel: (604) 430-4336
         Fax: (604) 430-4337

      4. Metal Works, Inc.
         Attn: Fred Pierce
         ZY Industrial Dr.
         Londonderry, NH 03053
         Tel: (603) 669-6180
         Fax: (603) 641-5106

      5. SynQor, Inc.
         Attn: Arthur R. Hofmann, Jr.
         155 Swanson Road
         Boxborough, MA 01719
         Tel: (978) 849-0611
         Fax: (978) 263-0925

                      About SatCon Technology

Based in Boston, SatCon Technology Corporation (NasdaqCM: SATC) --
http://www.satcon.com/-- and its wholly owned subsidiaries
provide utility-grade power conversion solutions for the renewable
energy market, primarily for large-scale commercial and utility-
scale solar photovoltaic markets.

Satcon Technology Corporation, along with six related entities,
filed Chapter 11 petitions (Bankr. D. Del. Case No. 12-12869) on
Oct. 17, 2012.

Satcon disclosed assets of $92.3 million and liabilities totaling
$121.9 million.  Liabilities include $13.5 million in secured debt
owing to Silicon Valley Bank.  There is another $6.5 million in
secured subordinated debt.  Unsecured liabilities include $16
million on subordinated notes.

The Hon. Kevin Gross presides over the case.  Dennis A. Meloro,
Esq., at Greenberg Traurig serves as the Debtors' counsel.  Fraser
Milner Casgrain LLP acts as the general Canadian counsel.  Lazard
Middle Market LLC serves as the Debtors' financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as the
Debtors' claims and noticing agent.

The Official Committee of Unsecured Creditors tapped to retain
Holland & Knight LLP as its counsel, Sullivan Hazeltine Allinson
LLC as its co-counsel


SUNSTATE EQUIPMENT: Moody's Raises CFR to 'B2'; Outlook Stable
--------------------------------------------------------------
Moody's Investors Service upgraded Sunstate Equipment Co., LLC's
ratings including its corporate family rating ("CFR") to B2 from
B3 based on the expectation that credit metrics will be supportive
of a B2 rating level over the intermediate term and support from
its recent majority ownership interest by Sumitomo Corporation
(rated A2/stable). The ratings outlook is stable.

The following ratings were upgraded:

  Corporate family rating, to B2 from B3

  Probability of default rating, to B2-PD from B3-PD

  $170 million second priority senior secured notes due 2016, to
  B3 (LGD-5, 76%) from Caa1 (LGD-5, 74%)

Ratings Rationale

The ratings upgrade incorporates the expectation that industry
conditions will continue to remain favorable over the intermediate
term supporting the positive trend in credit metrics. An
improvement in credit metrics is anticipated to be driven largely
by an increase in absolute EBITDA levels stemming from continued
growth in revenue. The ratings also recognize that although the
positive trend in operating metrics is expected to continue, the
rate of improvement will not be as high as it was over the last
year when the industry was recovering from a severe downturn.
Moody's notes that Sumitomo recently announced its increased
ownership in Sunstate to a now majority 80 percent interest based
on their expectation for continued rental penetration growth in
the U.S.

The B2 corporate family rating reflects the company's small scale
relative to other rated peers and exposure to the highly cyclical
equipment rental industry. Moreover, the company is regionally
focused with a large part of its business in the Southwestern
portion of the United States. The ratings include the expectation
of operating performance in line with a B2 rating level including
debt/EBITDA maintained below 4.5 times and EBITDA/interest
coverage of over 2.5 times, on a Moody's adjusted basis. Although
the company will likely draw additional amounts under the revolver
in future periods to support business growth, commensurate EBITDA
growth should keep metrics sustained at the B2 rating level over
the intermediate term.

The stable outlook is supported by Sunstate's adequate liquidity
profile and Moody's view that positive U.S. equipment rental
industry fundamentals should continue to be supportive of its B2
credit profile over the intermediate term.

Factors that could lead to a positive outlook or stronger ratings
include demonstrating an ability to continue growing sales while
maintaining current margins, greater cash flow generation,
lowering its debt/EBITDA to below 4.0 times and demonstrating
EBITDA/interest coverage at or above 3.5 times on a sustained
basis.

Developments that could establish negative pressure on the ratings
include significant declines in revenues and margins, a
deterioration in the company's liquidity profile, or an elevation
of its debt/EBITDA towards 5.0 times on a sustained basis and
EBITDA/interest falling below the 1.0 times level.

The principal methodology used in this rating was the Global
Equipment and Automobile Rental Industry published in December
2010. Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Sunstate Equipment Co. LLC, headquartered in Phoenix, AZ, is a
regional equipment supplier with over 50 branches predominately in
the Southwestern U.S. The company is majority owned by SMS
International Corporation, a subsidiary of Sumitomo Corporation
and the remaining interest owned by Watts Holding, Inc.
(Sunstate's founder Mike Watts). Annual revenues approximate $230
million.


SURVEYMONKEY.COM LLC: S&P Assigns Prelim. 'B' Corp. Credit Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned Palo Alto, Calif.-
based online survey provider SurveyMonkey.com LLC (doing business
as SurveyMonkey Inc.) its 'B' preliminary corporate credit
rating.  The outlook is stable.

"At the same time, we assigned SurveyMonkey's proposed
$350 million senior secured credit facilities our preliminary
issue-level rating of 'B' (same as our corporate credit rating on
the company), with a preliminary recovery rating of '3',
indicating our expectation for meaningful (50% to 70%) recovery
for lenders in the event of a payment default.  The facility
consists of a $50 million revolving credit facility due 2018 and a
$300 million term loan due 2019.  SurveyMonkey plans to use the
debt proceeds to buy out certain existing shareholders and
refinance existing debt," S&P said.

"The 'B' preliminary corporate credit rating reflects the
company's niche business focus and aggressive financial profile,"
said Standard & Poor's credit analyst Daniel Haines.

S&P views the company's business risk profile as "weak" as it has
a narrow product focus, small scale, and relatively low barriers
to entry compared with most rated peers.  Pro forma for the
transaction, leased-adjusted leverage is 5.8x (5.2x excluding
preferred stock) and EBITDA coverage of interest is 3.2x, based on
preliminary 2012 results.  In S&P's view, the company's financial
risk profile is "highly leveraged" due to its significant debt
load.  S&P views SurveyMonkey's management and governance as
"fair."

SurveyMonkey is a leading online survey tool for individual survey
creation, response collection, and result analysis.  Although
SurveyMonkey's subscriber base has grown rapidly, the company
operates on a limited scale and has a narrow business focus.  The
vast majority of the company's revenue comes from online surveys.
At this time, there is no major online survey competitor, but the
possibility of a new product or significantly better-capitalized
competitor gaining market share is a risk.  The company has grown
through a combination of organic growth, international expansion,
and acquisitions.  SurveyMonkey spends very little on marketing.
Instead, the millions of customers that use the product
continually spread awareness by sending out surveys to colleagues,
classmates, and friends. Over the last few years, the company has
focused on expanding internationally and now supports 15
languages.  About one-third of customers are international.  The
company has also grown through acquisitions.  In January 2012, the
company acquired Zoomerang, which had been SurveyMonkey's closest
competitor.  This acquisition increased the company's installed
base of subscribers.


T-L BRYWOOD: Wins Approval to Use Cash Collateral Until March 31
----------------------------------------------------------------
T-L Brywood LLC won approval from the bankruptcy judge to use cash
collateral until March 31, 2013.

In return for the Debtor's continued interim use of cash
collateral, lender The Private Bank and Trust Company is granted
adequate protection for its purported secured interest, including:

   -- inspection by the lender of the Debtor's book of records,

   -- the Debtor's maintenance of insurance to cover all assets.

   -- and reservation of the Debtor of sufficient funds for the
      payment of real estate taxes, and

   -- granting the lender security interests in the Debtor's
      postpetition assets.

A final hearing on the Debtor's request will be held March 26,
2013, at 10:00 a.m.

T-L Brywood LLC filed for Chapter 11 bankruptcy (Bankr. N.D. Ill.
Case No.12-09582) on March 12, 2012.  T-L Brywood owns and
operates a commercial shopping center known as the "Brywood
Centre" -- http://www.brywoodcentre.com/-- in Kansas City,
Missouri.  The Property encompasses roughly 25.6 acres and
comprises 183,159 square feet of retail space that is occupied by
12 operating tenants. The occupancy rate for the Property is
approximately 80%.

The Debtor and lender The PrivateBank and Trust Company reached an
impasse over the terms and conditions of another extension of a
mortgage loan on the Property.  As a result, the Debtor filed the
Chapter 11 case to protect the Property from foreclosure while the
Debtor formulates an exit strategy from the reorganization case.
As of the Petition Date, no foreclosure relating to the Property
had been filed by the Lender.

Judge Donald R. Cassling oversees the case.  The Debtor is
represented by David K. Welch, Esq., Arthur G. Simon, Esq., and
Jeffrey C. Dan. Esq., at Crane, Heyman, Simon, Welch & Clar, in
Chicago.

The Debtor disclosed total assets of $16,666,257 and total
liabilities of $13,970,622 in its schedules.  The petition was
signed by Richard Dube, president of Tri-Land Properties, Inc.,
manager.

PrivateBank is represented by William J. Connelly, Esq., at
Hinshaw & Culbertson LLP.


TALON THERAPEUTICS: Joseph Landy Discloses 92.4% Equity Stake
-------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Joseph P. Landy and his affiliates disclosed
that, as of Jan. 11, 2013, they beneficially own 265,568,897+
shares of common stock of Talon Therapeutics, Inc., representing
92.4% of the shares outstanding.  Mr. Landy previously reported
beneficial ownership of 265,461,487+ common shares as of Nov. 14,
2012.

On Jan. 11, 2013, pursuant to the terms of the 2012 Investment
Agreement (as amended by the 2012 Purchase Agreement Amendment),
(i) WP X purchased 52,326 shares of the Company's Series A-3
Preferred for an aggregate purchase price of $5,232,600 and (ii)
WPP X purchased 1,674 shares of Series A-3 Preferred for an
aggregate purchase price of $167,400.

A copy of the amended filing is available for free at:

                        http://is.gd/6QLUUd

                      About Talon Therapeutics

Formerly known as Hana Biosciences, Inc., Talon Therapeutics Inc.
(TLON.OB.) -- http://www.talontx.com/-- is a biopharmaceutical
company dedicated to developing and commercializing new,
differentiated cancer therapies designed to improve and enable
current standards of care.  The company's lead product candidate,
Marqibo, potentially treats acute lymphoblastic leukemia and
lymphomas.  The Company has additional pipeline opportunities some
of which, like Marqibo, improve delivery and enhance the
therapeutic benefits of well characterized, proven chemotherapies
and enable high potency dosing without increased toxicity.

Effective Dec. 1, 2010, Hana Biosciences changed its name to Talon
Therapeutics.  The name change was effected by merging Talon
Therapeutics, a wholly owned subsidiary of the Company, with and
into the Company, with the Company as the surviving corporation in
the merger.

The Company's balance sheet at Sept. 30, 2012, showed
$6.61 million in total assets, $57.93 million in total
liabilities, $44.94 million in redeemable convertible preferred
stock, and a $96.25 million total stockholders' deficit.

The Company reported a net loss of $18.82 million for the year
ended Dec. 31, 2011, compared with a net loss of $25.98 million
during the prior year.

BDO USA, LLP, in San Jose, California, issued a "going concern"
qualification on the financial statements for the year ended
Dec. 31, 2011, citing recurring losses from operations and net
capital deficiency that raise substantial doubt about the
Company's ability to continue as a going concern.


TALON THERAPEUTICS: James Flynn Discloses 54.9% Equity Stake
------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, James E. Flynn and his affiliates disclosed
that, as of Jan. 11, 2013, they beneficially own 26,455,389 shares
of common stock of Talon Therapeutics, Inc., representing 54.96%
of the shares outstanding.

On Jan. 11, 2013, pursuant to the terms of the 2012 Investment
Agreement (as amended by the Amendment to the 2012 Investment
Agreement), the Deerfield Purchasers purchased 6,000 shares of
Series A-3 Preferred Stock for an aggregate purchase price of
$600,000.

Mr. Flynn previously reported beneficial ownership of 24,409,921
common shares or a 52.96% equity stake as of Nov. 14, 2012.

A copy of the amended filing is available for free at:

                       http://is.gd/6oT0DS

                     About Talon Therapeutics

Formerly known as Hana Biosciences, Inc., Talon Therapeutics Inc.
(TLON.OB.) -- http://www.talontx.com/-- is a biopharmaceutical
company dedicated to developing and commercializing new,
differentiated cancer therapies designed to improve and enable
current standards of care.  The company's lead product candidate,
Marqibo, potentially treats acute lymphoblastic leukemia and
lymphomas.  The Company has additional pipeline opportunities some
of which, like Marqibo, improve delivery and enhance the
therapeutic benefits of well characterized, proven chemotherapies
and enable high potency dosing without increased toxicity.

Effective Dec. 1, 2010, Hana Biosciences changed its name to Talon
Therapeutics.  The name change was effected by merging Talon
Therapeutics, a wholly owned subsidiary of the Company, with and
into the Company, with the Company as the surviving corporation in
the merger.

The Company's balance sheet at Sept. 30, 2012, showed
$6.61 million in total assets, $57.93 million in total
liabilities, $44.94 million in redeemable convertible preferred
stock, and a $96.25 million total stockholders' deficit.

The Company reported a net loss of $18.82 million for the year
ended Dec. 31, 2011, compared with a net loss of $25.98 million
during the prior year.

BDO USA, LLP, in San Jose, California, issued a "going concern"
qualification on the financial statements for the year ended
Dec. 31, 2011, citing recurring losses from operations and net
capital deficiency that raise substantial doubt about the
Company's ability to continue as a going concern.


TAYLOR BEAN: E.D. Pa. Court Won't Hear Stradley Ronon Suit
----------------------------------------------------------
Eastern District of Pennsylania Judge Joel H. Slomsky dismissed a
declaratory judgment action filed by a law firm against its former
client in the hope of circumventing a possible legal malpractice
lawsuit.  The District Court said it doesn't have jurisdiction on
the action, which stemmed from the demise of Taylor, Bean &
Whitaker Mortgage Corporation.

Under pressure of a looming malpractice lawsuit from Sovereign
Bank, N.A., for drafting a contract that allegedly did not fully
protect Sovereign from financial losses caused by Taylor Bean's
bankruptcy, the law firm of Stradley, Ronon, Stevens & Young, LLP,
filed the action seeking relief under the Declaratory Judgment
Act, 28 U.S.C. Sections 2201-02.  The Act grants a district court
the discretion to "declare the rights and other legal relations of
any interested party seeking such declaration" upon the filing of
a pleading seeking such relief.  Stradley seeks a declaration that
the contract it drafted effectively protected Sovereign's
financial interests and, in essence, that there is no basis for a
malpractice lawsuit.

Sovereign sought dismissal, arguing that Stradley's purpose for
filing the lawsuit was to circumvent a state court malpractice
action.  Sovereign argues the Declaratory Judgment Act should not
be used for this purpose.  The Court agrees.

In the mortgage industry, a "mortgagee" holds an interest in the
mortgage note and has the right to foreclose on a property if the
homeowner defaults on the mortgage.  When a homeowner defaults and
the mortgagee begins foreclosure proceedings on the property, the
obligation of the homeowner to pay certain expenses continues.
The expenses include, among other things, property taxes and
insurance premiums.  Mortgagees seek to recover the cost of these
mandatory payments from the homeowner during foreclosure.  To
ensure these payments are made, mortgagees contract with "mortgage
servicers" who place advance funds into escrow accounts from which
the expenses are paid.  The payments are known as "Servicer
Advances."  After a mortgage servicer pays a Servicer Advance, the
Servicer Advance becomes a debt owed to the mortgage servicer by
the mortgagee.

Taylor Bean was a mortgage servicer.  It serviced mortgages for
several mortgagees, including the following companies: FHLMC
("Freddie Mac"), GNMA ("Ginnie Mae"), Wells Fargo Bank, N.A.
("Wells Fargo"), and Bayview Loan Servicing LLC ("Bayview").  When
Taylor Bean entered into a contract to service a mortgage, it was
required to pay from its own funds any mortgage-related expenses.
The mortgage companies were obligated to compensate Taylor Bean
for Servicer Advances paid on their behalf.  The Servicer Advances
owed to Taylor Bean by these mortgagees play a central role in the
dispute between Sovereign and the law firm.

To pay Servicer Advances, Taylor Bean required access to large
amounts of cash.  To meet this cash requirement, TBW borrowed
funds through a revolving secured line of credit at Sovereign.
Sovereign was a member of the group of banks funding the line of
credit.  The Taylor Bean line of credit was controlled by a
contract titled the "Servicing Facility Loan and Security
Agreement".  The Agreement secured the line of credit with
collateral to protect Sovereign in the event Taylor Bean filed for
bankruptcy.

The Agreement was amended several times over the life of the line
of credit.  In late 2007, Stradley began advising Sovereign on
matters related to the Fourth Amended Agreement.  About that time,
Taylor Bean owed roughly $300 million on the line of credit and,
in turn, various mortgagees owed Taylor Bean roughly $300 million
for the Servicer Advances made.  After the nationwide financial
and credit crisis began in 2008, Taylor Bean struggled to make
payments on the line of credit.  As a result, the Agreement with
Sovereign was amended once again, resulting in the Fifth Amended
Agreement.

The Fifth Amended Agreement restricted Taylor Bean's access to
revolving credit by reducing the line of credit to $35 million.
The outstanding balance of $300 million owed to Sovereign by
Taylor Bean was converted to a non-revolving loan.

Stradley was then asked by Sovereign to draft an amendment to the
Fifth Amended Agreement.  A Sixth Amended Agreement was prepared
and its terms are also central to the lawsuit.  The Amended
Agreement is the first and only version of the Agreement over
which Stradley had actual drafting responsibilities.  The changes
made in the Sixth Amended Agreement focused on accelerated
collection of the Taylor Bean line of credit.  Sovereign was named
the "Agent" for the group of banks funding the TBW line of credit.
The Sixth Amended Agreement also described the collateral and was
intended to grant to Sovereign a broad security interest in all
rights held by Taylor Bean arising from the Servicer Advances in
certain assets of the mortgagees.

Both Section 4.2 and Schedule 3 of the Agreement had been drafted
by a law firm other than Stradley and were included in a prior
version of the Agreement.  Stradley made no changes to either
provision in the Sixth Amended Agreement.  Before Sovereign
executed the Sixth Amended Agreement, an attorney with Stradley,
Kevin Masucci, emailed the draft of the Sixth Amended Agreement to
Sovereign, requesting comment and a confirmation that the contract
was accurate.  In response, Sovereign did not request that any
changes be made to Schedule 3 of the Sixth Amended Agreement.  On
May 15, 2009, the Sixth Amended Agreement was executed.

In the summer of 2009, federal investigators uncovered evidence
that Taylor Bean was engaged in fraudulent activities.  Its
Federal Housing Administration license was revoked, and officers
and employees of Taylor Bean were later indicted for their role in
criminal acts of fraud and falsification of mortgage data and
financial statements.  In August 2009, Taylor Bean filed for
Chapter 11 bankruptcy in the U.S. Bankruptcy Court for the Middle
District of Florida.

During the bankruptcy proceeding, a committee of Taylor Bean's
unsecured creditors asserted that Sovereign did not have a valid
security interest in Taylor Bean's Servicer Advances with respect
to any mortgagee other than Ginnie Mae and Freddie Mac, the only
two entities listed on Schedule 3.  The unsecured creditors argued
the Sixth Amended Agreement did not capture Servicer Advances owed
to Taylor Bean by other banks, such as Wells Fargo and Bayview,
because they were not listed in Schedule 3.

Sovereign blamed Stradley for this problem and requested that the
law firm enter into a tolling agreement to protect against the
running of a statute of limitations on a professional negligence
or malpractice action.

The unsecured creditors filed an adversary proceeding against
Sovereign in the bankruptcy matter, seeking a declaratory judgment
from the bankruptcy court that the Sixth Amended Agreement did not
place liens on the Wells Fargo and Bayview collateral.  In January
2011, Sovereign filed an answer and counterclaim.  Sovereign took
the position that the Sixth Amended Agreement gave Taylor Bean a
valid security interest in the Wells Fargo and Bayview Servicer
Advances owed to Taylor Bean.

Over the next two years, Sovereign and Stradley entered into
tolling agreements and met from time to time in an attempt to
resolve their dispute.  On May 4, 2012, Stradley terminated the
last tolling agreement and filed a Complaint seeking declaratory
relief on these claims: (1) the contract, as drafted, effectively
protected Sovereign's right to the target collateral, and Stradley
had satisfactorily performed its duties to Sovereign; (2)
Sovereign is judicially estopped from arguing in any court that
the contract was deficient because it took just the opposite
position during the adversary proceeding before the bankruptcy
court; and (3) to the extent the contract may have been deficient,
Stradley was not responsible because Sovereign failed to provide
updated information during the representation.

On June 5, 2012, shortly after Stradley filed the action,
Sovereign filed a malpractice lawsuit against Stradley in the
Philadelphia Court of Common Pleas.  The next day, Sovereign filed
in the federal action the Motion to Dismiss the Complaint.

According to Judge Slomsky, the essence of the case is a
malpractice dispute between a law firm and an aggrieved client. A
claim of malpractice against a law firm involves a cause of action
under state law.  By filing the action, Stradley has attempted to
preempt the ensuing state court proceeding against it for
malpractice by suing first in federal court, rather than waiting
to be sued in state court.  Judge Slomsky said, however, the
District Court should not interfere with the pending state action,
even though it was filed after the federal action.  While Stradley
requests a declaration, in effect, that it did not commit
malpractice, the Declaratory Judgment Act should not be used to
afford Stradley the relief it seeks.  The judge also said the
claim involves a matter arising under state law, and Stradley may
defend itself in state court.  Therefore, declaratory judgment is
not appropriate, as the justiciable controversy properly lies in
the state court malpractice action.

The lawsuit is, STRADLEY, RONON, STEVENS & YOUNG, LLP, Plaintiff,
v. SOVEREIGN BANK, N.A., Defendant, Civil Action No. 12-2466 (E.D.
Pa.).  A copy of Judge Slomsky's Jan. 15, 2013 Opinion is
available at http://is.gd/LwGAIVfrom Leagle.com.

                        About Taylor Bean

Taylor, Bean & Whitaker Mortgage Corp. grew from a small Ocala-
based mortgage broker to become one of the largest mortgage
bankers in the United States.  In 2009, Taylor Bean was the
country's third largest direct-endorsement lender of FHA-insured
loans of the largest wholesale mortgage lenders and issuer of
mortgage backed securities.  It also managed a combined mortgage
servicing portfolio of approximately $80 billion.  The company
employed more that 2,000 people in offices located throughout the
United States.

Taylor Bean sought Chapter 11 protection (Bankr. M.D. Fla. Case
No. 09-07047) on Aug. 24, 2009.  Taylor Bean filed the Chapter 11
petition three weeks after federal investigators searched its
offices.  The day following the search, the Federal Housing
Administration, Ginnie Mae and Freddie Mac prohibited the company
from issuing new mortgages and terminated servicing rights.
Taylor Bean estimated more than $1 billion in both assets and
liabilities in its bankruptcy petition

Lee Farkas, the former chairman, was sentenced in June to 30 years
in federal prison after being convicted on 14 counts of conspiracy
and bank, wire and securities fraud in what prosecutors said was a
$3 billion scheme involving fake mortgage assets.

Jeffrey W. Kelly, Esq., and J. David Dantzler, Jr., Esq., at
Troutman Sanders LLP, in Atlanta, Ga., and Russel M. Blain, Esq.,
and Edward J. Peterson, III, Esq., at Stichter, Riedel, Blain &
Prosser, PA, in Tampa, Fla., represent the Debtors.  Paul Steven
Singerman, Esq., and Arthur J. Spector, Esq., at Berger Singerman
PA, in Miami, Fla., represent the Committee.  BMC Group, Inc.,
serves as the claims and noticing agent.

Unsecured creditors were expected to receive 3.3% to 4.4% under a
Chapter 11 plan approved in July 2011.


TRINSEO MATERIALS: Moody's Affirms 'B1' CFR; Rates New Notes 'B1'
-----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Trinseo
Materials Operating S.C.A.'s (TMO) $1.325 billion senior secured
notes due 2018. Moody's also affirmed the corporate family rating
(CFR) of Trinseo S.A. at B1. Proceeds from the transaction are
expected to be used to repay the company's outstanding term loan
and revolver balances. The outlook remains negative.

"Trinseo's financial performance remains weak for the B1 rating,"
said John Rogers, Senior Vice President at Moody's. "The recent
completion of the SSBR expansion and modest improvements in its
other product lines should allow the company to improve earnings
and cash flow. However, if earning don't improve in the first half
of 2013, we could lower the rating."

Ratings assigned:

Trinseo Materials Operating S.C.A.

  $1.325 billion 6-year senior secured notes -- B1 (LGD4, 55%)

Ratings affirmed:

Trinseo S.A.

  Corporate Family Rating -- B1

  Probability of Default Rating -- B1-PD

  $1.4 billion senior secured term loan due 2017*

Outlook -- Negative

*: The term loan rating will be withdrawn upon completion of the
refinancing

RATINGS RATIONALE

Trinseo is weakly positioned in the B1 category due to weak
financial performance caused by margin volatility. The CFR
reflects Trinseo's narrow portfolio of commodity and quasi-
commodity products, weak credit metrics, exposure to volatile
feedstock prices and a limited amount of cash equity. Trinseo's
credit profile is supported by its size in terms of revenue,
leading market positions in three of its four product lines
(polycarbonates is the exception), relatively stable volume demand
in its emulsion polymers and rubber businesses, an experienced
management team and the success in lowering fixed costs since the
acquisition by Bain in 2010. While September 2012 LTM credit
metrics are significantly depressed due to the weak fourth quarter
in 2011, Debt/EBITDA (including Moody's standard adjustments) is
still expected to be above 6x at year-end 2012.

The negative outlook reflects concerns over the potential for
continued volatility in financial performance that may cause
financial metrics to remain weaker than would be appropriate for
the B1 rating. To the extent that continued earnings volatility
causes Trinseo to report earnings of below $50 million in more
than one quarter in any four quarter period prior to an additional
$200-300 million of debt reduction from free cash flow, Moody's
could lower Trinseo's rating by a notch to B2. The ratings have
limited upside at this time, but could be raised if Net
Debt/EBITDA falls below 4.0x and is expected to remain at that
level for a sustained period.

Trinseo has good liquidity primarily supported by cash balances
expected to be roughly $140 million at the close of the
transaction, its proposed $300 million revolver and a $160 million
A/R securitization that is currently capped at roughly $100
million due to the availability of qualified receivables.

Trinseo S.A. is the world's largest producer of styrene butadiene
(SB) latex, the largest European producer of synthetic rubber
(solution styrene butadiene rubber -- SSBR), the third largest
global producer of polystyrene and a leading producer of
polycarbonate resins and blends. Trinseo had revenues of roughly
$5.5 billion for the last four quarters ending September 30, 2012.
Trinseo is owned by an affiliate of Bain Capital and was acquired
from The Dow Chemical Company in 2010

The principal methodology used in rating Trinseo was the Global
Chemical Industry Methodology published in December 2009. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.


URANIUM RESOURCES: Approves Stock Split for NASDAQ Compliance
-------------------------------------------------------------
Uranium Resources, Inc. on Jan. 18 disclosed that its Board of
Directors has approved a 1-for-10 reverse stock split of its
common stock.  On January 14, 2013, the Company announced
shareholder approval to conduct a reverse stock split of its
issued and outstanding common stock by a ratio of not less than 1-
for-5 and not more than 1-for-15.  The primary purpose of the
reverse split was to bring URI into compliance with NASDAQ's $1.00
minimum bid price requirement.  The Company expects the reverse
split to become effective immediately following the close of
trading on January 22, 2013 and the consolidated common shares to
begin trading on a split-adjusted basis as of January 23, 2013.

When the reverse stock split becomes effective, every ten shares
of issued and outstanding URI common stock will be combined into
one issued and outstanding share of common stock with no changes
to the par value of the shares.  The reverse split will reduce the
number of URI's outstanding common stock from approximately 161.1
million shares to approximately 16.1 million shares.  No
fractional shares will be issued as a result of the reverse stock
split.  Any fractional shares that would have resulted will be
settled in cash.

Additionally, the Company received a Staff Determination Letter
from the NASDAQ on January 15, 2013, notifying URI that its
securities will be subject to delisting from the NASDAQ Stock
Market even though the reverse stock split has been approved
because the Company will not regain compliance until the closing
bid price for its common stock exceeds $1.00 for a minimum of 10
consecutive business days under Rule 5550(a)(2).  In accordance
with NASDAQ rules, URI has requested a hearing with the NASDAQ
Hearing Panel to appeal the determination letter, which will stay
the action until the Company has completed the hearing and the
Hearing Panel has issued its decision.

"As anticipated, the Company received notification from NASDAQ
that its common stock remains in noncompliance with its listing
qualifications," stated Terence J. Cryan, Interim President and
CEO of URI.  "We believe that URI's reverse stock split initiative
will produce a favorable result from the hearing process with
NASDAQ, and bring us back into full compliance with NASDAQ listing
requirements."

                      About Uranium Resources

Uranium Resources Inc. -- http://www.uraniumresources.com--
explores for, develops and mines uranium.  Since its incorporation
in 1977, URI has produced over 8 million pounds of uranium by in-
situ recovery (ISR) methods in the state of Texas.  URI has over
206,600 acres of uranium mineral holdings and 152.9 million pounds
of in-place mineralized uranium material in New Mexico and an NRC
license to produce up to 1 million pounds of uranium per year.
URI has an additional 1.3 million pounds of in-place mineralized
uranium material in Texas and South Dakota.  The Company acquired
these properties over the past 20 years along with an extensive
information database of historic drill hole logs, assay
certificates, maps and technical reports.


VALEANT PHARMACEUTICALS: S&P Retains 'BB' Corp. Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned Montreal-based
pharmaceutical company Valeant Pharmaceuticals International
Inc.'s proposed $2,114 million term loan A (tranche A-1) its
'BBB-' issue-level rating, with a recovery rating of '1',
reflecting S&P's expectation for very high (90%-100%) recovery in
the event of a payment default.  The terms for the term loan A
(tranche A-1), including the maturity on April 20, 2016, are
unchanged.

The rating on Montreal-based Valeant Pharmaceuticals International
Inc. reflects S&P's belief that the company has an aggressive
financial risk profile.  At Sept. 30, 2012, adjusted leverage (pro
forma for Medicis) was about 5x.  S&P believes the company will
use some of its strong cash flows to reduce adjusted leverage to
4x by the end of 2013, but that the company's high level of
acquisition activity will sustain adjusted leverage in the 4x-5x
range.  S&P's consideration of Valeant's business risk profile as
fair reflects the benefits of a broader product portfolio,
geographic diversification, and expanded pipeline it has achieved
through multiple acquisitions over the past two years.  This is
offset by the potential for integration issues with Medicis and
the potential challenges of managing a very large portfolio of
small products given the high acquisition activity.

Ratings Unchanged

Valeant Pharmaceuticals International Inc.
Corporate Credit Rating                          BB/Stable/--

New Ratings

Valeant Pharmaceuticals International Inc.
$2,114M term loan A (tranche A-1) due 2016       BBB-
  Recovery Rating                                 1


WEST 380: Hires Strasburger & Price as Bankruptcy Counsel
---------------------------------------------------------
West 380 Family Care Facility filed papers in U.S. Bankruptcy
Court seeking permission to employ Stephen A. Roberts, Duane J.
Brescia, Andrew G. Edson, and the law firm Strasburger & Price, as
bankruptcy counsel.

Mr. Roberts' current hourly rate is $525, Mr. Brescia's current
hourly rate is $450 and Mr. Edson's current hourly rate is $255.
From time to time, other attorneys in the firm may be utilized
when necessary and cost effective.  The rates of other attorneys
in the Firm range from $255 to $650 per hour and paralegals are
$180 to $240 per hour.

Prior to the initiation of the Chapter 11 case, the firm has
received a total of $130,000 in connection with its assistance on
workout advice, negotiating the proposed sale of assets and pre-
bankruptcy preparations.

Stephen A. Roberts, Esq., attests the firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

                          About West 380

Bridgeport, Texas-based West 380 Family Care Facility, doing
business as North Texas Community Hospital, opened in August 2008
and operates in a 99,000 square-feet two-story building on 19
acres of land.  The hospital has 36 beds and 57 doctors on staff.
There are 200 employees constituting 130 full time equivalent
employees.

West 380 filed a Chapter 11 petition (Bankr. N.D. Tex. Case No.
12-46274) on Nov. 8, 2012.  Andrew G. Edson, Esq., Duane J.
Brescia, Esq., and Stephen A. Roberts, Esq., at Strasburger &
Price LLP serve as its counsel.  It estimated $10 million to
$50 million in assets and $50 million to $100 million in debts.
Judge D. Michael Lynn presides over the case.


WEST 380: Court Approves Navigant Capital as Financial Adviser
--------------------------------------------------------------
West 380 Family Care Facility sought and obtained approval from
the U.S. Bankruptcy Court to employ Navigant Capital Advisors, LLC
as financial adviser.

Bridgeport, Texas-based West 380 Family Care Facility, doing
business as North Texas Community Hospital, opened in August 2008
and operates in a 99,000 square-feet two-story building on 19
acres of land.  The hospital has 36 beds and 57 doctors on staff.
There are 200 employees constituting 130 full time equivalent
employees.

West 380 filed a Chapter 11 petition (Bankr. N.D. Tex. Case No.
12-46274) on Nov. 8, 2012.  Andrew G. Edson, Esq., Duane J.
Brescia, Esq., and Stephen A. Roberts, Esq., at Strasburger &
Price LLP serve as its counsel.  It estimated $10 million to
$50 million in assets and $50 million to $100 million in debts.
Judge D. Michael Lynn presides over the case.


* Americas Hotel Transaction Volume to Eclipse 2012 at $18.5 Bil.
-----------------------------------------------------------------
Hotel real estate investors, who unlocked capital and aggressively
bid on hotel assets in 2012, are expected to increase their buying
activity in 2013.  The abundance of equity capital and improving
debt markets will support a buoyant market for hotel trades this
year.  Americas hotel transaction volume for the year is expected
to surpass the $17.5 billion that 2012 netted, with a moderate
increase to $18.5 billion[i], according to initial results from
Jones Lang LaSalle's annual Hotel Investment Outlook report.

The Hotel Investment Outlook report is a forward-looking, global
analysis which tracks key factors affecting the hotel investment
market. The Americas highlights include:

-- Competition for high-quality assets will push up capital values
and drive down yields

-- Strong re-emergence of hotel financing will be driven by CMBS

-- Private equity funds to be the largest net buyers of hotels in
2013

"We expect 2013 to be another strong year for hotel transactions,"
said Arthur Adler, Americas CEO of Jones Lang LaSalle's Hotels &
Hospitality Group.  "The United States remains the world's most
liquid hotel investment market which will lead the Americas region
to transact approximately 55 percent of the global transaction
volume.  We should see global volumes top $32 billion this year."

Urban Land Institute's Emerging Trends in Real Estate 2013 report
agrees that this year will continue to gain transaction velocity,
noting "transaction volume should finally gain momentum as buyers
capitulate in the face of strong revenue growth and lenders
dispose of more foreclosed assets."

[ii] The Propellers of Debt Liquidity

A strong re-emergence of hotel financing driven by CMBS will
propel debt liquidity to its highest level since 2007.  CMBS
lenders will continue to drive pricing, terms and
accessibility.  Balance sheet lenders are more selective with
regard to asset quality, market and sponsorship, but will continue
to provide floating rate structures that are favored by hotel
owners.  It's expected that hotels will remain a targeted asset
class for lenders as they offer high yields, relative to

other real estate and fixed income classes, relative to the risk.

"The unpaid balance of hotel CMBS loans with initial maturity
dates through 2013 totals nearly $19  billion [iii].  Lenders, and
in particular subordinate lenders, have shown an increased
willingness to foreclose or exercise other rights and remedies,
including note sales.  Consequently, 2013 could very well
mark the beginning of the long-awaited 'great deleveraging'
particularly for hotel assets," added Mathew Comfort, Executive
Vice President of Jones Lang LaSalle.

Striking While the Iron's Hot: The Big Buyers

There are several key drivers of deal activity including:
availability and cost of capital, changes in supply and demand
fundamentals, REIT stock prices, the size of the assets brought to
market and the overall hotel ownership composition as more hotels
are in the hands of traders verse long-term holders. Jones Lang
LaSalle expects private equity funds to be the largest net
buyers in 2013 as the funds unleashed more than $6.5 billion of
capital into Americas hotel investments in 2012.  During the next
several years these funds will have a buying capacity with
leverage of up to $45 billion for hotel acquisitions.  Coupled
with REITs, private equity will likely comprise as much as 70
percent of total acquisition volume.

REITs will remain active buyers of single-asset acquisitions or
small portfolios of institutional quality hotels in the top 15
markets; however, the exact force of REITs on the market will
depend largely on their ability to raise capital when it is
accretive to shareholders. On the flip side, private equity funds
will be seeking needle-moving bulk investments in either large
single assets or portfolios as well as high-yield driven trades in
the secondary and tertiary markets.

"Look for the private equity merger and acquisition market to also
pick up," added Robert Webster, Managing Director of Jones Lang
LaSalle's Hotels & Hospitality Group.  "In addition, Middle
Eastern and Asian investors are likely to fund $1 billion in
transactions this year as they selectively pursue opportunities
in prominent gateway markets like San Francisco, Los Angeles,
Miami, Washington D.C. and New York.  We also expect several
landmark hotels to trade in secondary cities from opportunistic
international investors."

Beyond Brazil: Latin America and the Caribbean Investor interest
in quality hotel product extends beyond the United States as Latin
America and the Caribbean experience considerable growth.
Opportunistic investors and hotel brands with some risk tolerance
are looking to Latin America to make strategic plays in key
markets where there are viable development opportunities.
Mexico's expanding network of branded limited service hotels that
cater to the middle class will be a primary growth area for
investors.  The Caribbean transaction market will be largely
driven by resort or stalled projects defaulting loans.  In terms
of fundamentals, the standout markets will include the Dominican
Republic, Jamaica and Aruba.  The hotel space in South America
will continue to make dramatic transformations as under-supplied
countries like Brazil, Chile, Colombia and Peru are increasingly
on the radar of intra-regional investors.

Future Looks BrightMacro-economic pressures have kept a lid on
economic growth resulting in slow but steady growth.  However, as
the future comes into focus growth is poised to accelerate.

"A scarcity of high-quality, performing assets will drive
competitive bidding pushing up capital values and driving down
yields."  Adler added, "Hotel fundamentals will continue to be
driven by growing tourism, business and leisure travel in major
gateway and convention markets, as well as in resort destinations
throughout the Americas.  This will result in increased occupancy
and stronger pricing power.  The United States is expected to
experience RevPAR gains of six to seven percent, creating
opportunities for buyers and sellers alike in 2013."

                     About Jones Lang LaSalle

Jones Lang LaSalle -- http://www.joneslanglasalle.com-- is a
financial and professional services firm specializing in real
estate.  The firm offers integrated services delivered by expert
teams worldwide to clients seeking increased value by owning,
occupying or investing in real estate.  With 2011 global revenue
of $3.6 billion, Jones Lang LaSalle serves clients in 70 countries
from more than 1,000 locations worldwide,
including 200 corporate offices.  The firm is an industry leader
in property and corporate facility management services, with a
portfolio of approximately 2.1 billion square feet worldwide.
LaSalle Investment Management, the company's investment management
business, is one of the world's largest and most diverse in
real estate with $47 billion of assets under management.

[i] This refers to asset sales and does not include note and loan
sales, and deed-in-lieu transfers

[ii] PwC and the Urban Land Institute.  Emerging Trends in Real
Estate 2013. Washington D.C.: PwC and the Urban Land Institute
2012.

[iii] Morningstar LLC.


* Large Junk-Bond Sales in 2012 Continuing This Year
----------------------------------------------------
Primary issuance in the leveraged finance markets remains strong
despite uncertainty around U.S. debt ceiling negotiations,
according to Fitch Ratings.

The high yield bond market is off to a record start this year,
coming on the heels of a record-setting 2012 during which over
$315 billion of high yield bonds were priced. As of Jan. 15, a
total of 19 high yield bonds totaling $9.3 billion have been sold.
This represents a 12% increase over the same time period last
year. Over 75% of the issuance to date has been used to refinance
existing debt, a trend generally seen throughout 2012.

"Issuers continue to take advantage of historically low spreads in
an effort to reduce overall interest expense and push out their
debt maturity profile. We expect this trend to continue as long,
as borrowing rates remain favorable. High yield spreads have
dropped 35 basis points thus far in 2013. Based on Fitch's most
recent "U.S. Leveraged Finance Stats Quarterly" report, interest
coverage for the speculative grade category has improved from 2.9x
in 2010 to 3.5x at the end of the third quarter 2012. Speculative
grade coverage statistics could continue to strengthen, as they
are just now beginning to realize a full 12 months of savings from
lower cost debt issued over the past 12 to 18 months, offset by
higher debt levels among companies at the higher end of the credit
spectrum," Fitch says.

"High yield investors have seemingly become comfortable once again
with risk, underscored by easy access for issuers. Investor
confidence has been supported by decent economic and earnings
reports, stronger credit profiles and a benign bond default at
remain around 2% (we project the U.S. high yield default rate to
be around 2% in 2013). High yield investors poured in $1.1 billion
into high yield retail funds the week of Jan. 9, 2013, reversing a
four week trend of outflows and further evidence of a risk on
investor environment.

"The leveraged loan market has also had a solid start. After a
somewhat slow first week, the leveraged loan market saw a pick-up
in primary activity. Loan demand continues to be high as investors
look to hedge against higher future inflation. Leveraged loan
retail funds have seen two weeks of inflows in 2013, totaling
nearly $1 billion. This marks the 30th consecutive week of
positive flows into the asset class, dating back to 2012.

"Loan demand from collateral loan obligations (CLOs) has continued
as the primary CLO market has quickly picked up steam in 2013. As
many as 13 deals are being marketed and, so far this week, three
deals were priced totaling approximately $1.8 billion. Based on
the pipeline of CLO deals to date, over 35 deals could price
between January and February and most consensus estimates put full
year 2013 issuance between $70 billion and $80 billion.

"Through the first two weeks, a total of 14 deals have been
launched, totaling $15 billion of new loan issuance. In addition,
Fitch's forward calendar has doubled from $16 billion at the end
of December to $35 billion as of Jan. 15, 2013. As loan spreads
continue to grind lower, we expect borrowers will take advantage
of the favorable tone, which could translate into a new wave of
repricings, similar to what was seen in the first four months of
last year.

"We believe one trend likely to continue into 2013 is the
resurgence of the second-lien loan market. Second-lien issuance
hit an annual post-crisis high of $18 billion in 2012, with nearly
40% of this total coming in the last quarter of the year. Thus far
in January, Ameriforge Group, NEP Broadcasting, NFR Energy, LLC,
and TNS Inc. have combined added $1 billion of second-lien loans
to the forward calendar.

"Recent surges in second-lien issuance have been observed during
periods of strong demand, as investors are willing to accept
poorer security packages in exchange for higher pricing. We note
that the recovery rates on second-liens loans over the past
several years have decreased significantly and also exhibit a
wider range of values than first lien recoveries. On average,
second-lien recoveries are more similar of those observed on
unsecured bonds.

"Limited supply in the primary market has forced investors to turn
to the secondary market for assets, which has pushed secondary
bids higher. After hitting a 2012 high of 97.94 on Dec. 24, 2012,
the overall market bid continues to trend higher in 2013. Today,
approximately 80% of all loans in the secondary loan market are
priced at 98.0 or higher."


* Recoveries More Certain for Senior Debt Holders in Oil & Gas
--------------------------------------------------------------
North American oil and gas exploration and production companies'
reputation for higher-than-average investor recoveries following
default does not hold true for all debt instruments, Moody's
Investors Service says in a new report. While senior secured bank
debt has superior expected loss, this comes at the expense of
unsecured and subordinated debt holders.

The superior expected loss at the most senior level of oil and gas
companies' capital structure is not entirely for the reasons
usually assumed. "The continuous depletion of oil and gas
companies' assets, in combination with the cyclical, commodity-
based nature of their business, has resulted in more conservative
financial structures," says Stuart Miller, Vice President - Senior
Credit Officer and co-author of "Oil and Gas Reserve-Based Loans
Outperform."

In addition, oil and gas exploration and production companies
benefit from a transparent and liquid secondary market into which
they can sell reserves to raise cash or repay debt, as well as the
ability to defer capital investment during periods of financial
stress. And all these same factors can help oil and gas companies
avoid default entirely.

"Our data suggests that at the firm-wide level investor recoveries
for oil and gas companies are close to the average for all non-
financial corporates," says Senior Vice President and co-author
David Keisman. "Where oil and gas firms differ is at the senior
secured level, where lenders in senior secured bank debt,
including reserve-based loans, have fared better than senior
secured lenders in other industries."

Indeed, senior secured bank debt recoveries in Moody's sample of
oil and gas exploration and production companies that have
defaulted averaged 94.7%, Mr. Keisman says, compared with 80.2%
for the broader universe of corporate debt issuers. Unsecured and
subordinated debt instruments bore the brunt of losses in the oil
and gas sector, showing below-average recoveries.

                           *     *     *

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that buying debt of oil and gas exploration and production
companies in the U.S. is a safe haven from potential default,
although only on the secured end of the capital structure.

According to the report, Moody's Investors Service said that the
conventional wisdom that so-called E&P companies inflict fewer
losses on debt holders is true only on the secured end of the
spectrum.

Looking at 31 E&P defaults in the past 25 years, Moody's found
that above-average recovery is true only for secured debt.  For
unsecured and subordinated debt, the recoveries are below average,
Moody's said.  For bank debt, the average recovery has been 94.7
percent, compared with 80.2% for all non-financial defaulting
companies.  For senior secured bank debt, the average recovery for
E&Ps is even higher at 98.5%.  Only one E&P didn't repay senior
secured debt in full, Moody's said.  For unsecured bonds, the
average E&P recovery is 32.3%, less than the 39.2% average for
non-financial defaulters.

Moody's ascribed better recoveries for secured creditors to
conservative capital structures necessitated by "continuous
depletion" of assets and exposure to a cyclical commodity
business. Recoveries are generally better because there is "an
active secondary market for oil and gas reserve assets," according
to the Moody's report.

ATP Oil & Gas Corp. bears out Moody's findings with regard to
unsecured debt.  The $1.5 billion in 11.875% second-lien notes
traded Jan. 17 for 7.75 cents on the dollar, according to Trace,
the bond-price reporting system of the Financial Industry
Regulatory Authority.  Whether secured creditors of Houston-based
ATP emerge without a scratch is yet to be seen. ATP's shallow-
water oil and gas properties in the Gulf of Mexico will be sold at
auction on Feb. 26 if the U.S. Bankruptcy Court in Houston
approves sale procedures at a Jan. 24 hearing.  ATP's deep-water
properties will be sold later.  ATP filed for reorganization under
Chapter 11 in August.


* Avison Young Releases 2013 Commercial Real Estate Forecast
------------------------------------------------------------
2013: A year to position for the future; looking much like 2012,
Canada and U.S. commercial real estate markets offer a healthy
balance of risk and opportunity Stability and opportunity will
drive Canada's commercial real estate markets in 2013, while
select U.S. markets and sectors are poised for growth, even while
caution persists.

Against a global backdrop of financial uncertainty stemming from
continuing issues with stability in Europe, a potential slowdown
in China, the debt ceiling and new "fiscal cliffs" in the U.S. and
potential plateauing in Canada, North American real estate markets
still appear to be the most stable -- with a healthy balance of
risk and opportunity.

These are some of the key trends noted in Avison Young's 2013
Canada, U.S. Forecast, released on Jan. 17.  The annual report
covers the office, retail, industrial and investment markets in 29
Canadian and U.S. metropolitan regions: Calgary, Edmonton,
Halifax, Lethbridge, Mississauga, Montreal, Ottawa, Quebec City,
Regina, Toronto, Vancouver, Winnipeg, Atlanta, Boston, Charleston,
Chicago, Dallas, Detroit, Houston, Las Vegas, Los Angeles, New
Jersey, New York, Pittsburgh, Raleigh-Durham, Reno, San Francisco,
South Florida and Washington, DC.

"With all the headwinds that continue to plague our industry, what
we at Avison Young have been advising for the last three years
will continue to be our mantra: stay patient, risk-manage your
strategy on the buy-side, and take advantage of off-market and
distressed opportunities when they present themselves,"
comments Mark E. Rose, Chair and CEO of Avison Young.

He continues: "As a seller, do not be afraid to take some profits.
Core assets in the major markets are highly sought-after and,
therefore, aggressively priced when up for competitive bid. Plenty
of opportunities can still be found in off-market transactions, if
one knows where to look.  At Avison Young, we have been
very successful in helping our clients do just that."

According to the report, in Canada, the shortage of product
(evidenced by real estate investment trusts (REITs) buying
portfolios and private funds buying REITs) and very low current
vacancy rates suggest more demand-side price upside, even though
the large development pipeline may temper rent growth. The strong

Canadian dollar is a problem for the domestic economy, though
positive for Canadian institutions going global -- a trend
expected to increase in 2013.

These factors, combined with pervasive condo overbuilding, are
resulting in "Are we at the top?" questions in Canada.  On the
other hand, in the U.S., the early signs of a housing recovery are
triggering the question: "Is the U.S. at the bottom?" The lack of
development is providing confidence for investors making
value-add acquisitions, and core class A product is expensive
everywhere.  Thus, as Canada appears to have reached a short-term
top in pricing, the U.S. is just beginning to get its sea legs.

Mr. Rose adds: "Amid uncertainty and risk lies opportunity.  This
is not to say that we should write off 2013, or sit on the
sidelines.  Quite the opposite: there is much to be transacted in
2013 while strengthening positions for the future, as the ongoing
issues domestically and abroad see some form of resolution."

"What we are recommending to clients is clear and consistent.
Focus on building capital positions in 2013, perhaps selling non-
strategic assets to fund a war chest; and arrange for access to
additional debt and equity, as 2014 appears bright.  Continue to
execute on current plans in 2013 as the environment is likely to
remain stable.  Re-balance investment portfolios according to a
five-year strategy horizon and adjust your corporate real estate
occupancy. If you are financing or re-financing, seek longer-term
maturities at today's unprecedented low rates."

The report goes on to show that office and industrial vacancy
rates in Canada continue to be half of those in the U.S.; however,
U.S. markets are expected to improve -- some more quickly than
others -- narrowing the spread.

Across the 12 Canadian office markets tracked by Avison Young,
vacancy sat at 7.1% as 2012 drew to a close.

By comparison, the 17 U.S. office markets collectively displayed a
vacancy of 15.1%. A distinct gap also exists in the industrial
markets, with Canada posting a vacancy rate of 4.7%, compared with
8.8% in the U.S.

"Those of us who follow the markets closely are beginning to sound
a bit like a broken record when it comes to praising Canada's
well-being.  Relative to the rest of the world, Canada is seen as
a picture of economic health, and nowhere is this more evident
than in the performance of the commercial real estate market,
which continues to display sound and improving market fundamentals
across most sectors and asset classes," says

Bill Argeropoulos, Vice-President and Director of Research
(Canada) for Avison Young.

"While Canada has accelerated up the recovery curve and is now
showing moderate signs of slowing, the positive signals out of the
U.S. -- be it the housing market with rising starts, sales and
pricing, or improving employment levels -- can only benefit Canada
in the long run," he says.

"Coming off what will likely be a record year in commercial real
estate investment sales in Canada, and given the small investable
universe and competitive climate that has emerged, cross-border
activity will grow further.  Although 10-year bond yields are
similar between Canada and the U.S., for the most part, cap
rates are generally higher in the U.S.  The wider spread in
investment yields will intensify cross-border activity with more
Canadian buyers looking for bargains in secondary markets, while
others will continue to bid for assets in fortress or gateway
markets (Washington, DC and New York), either alone or through
joint-venture partnerships," adds Mr. Argeropoulos.

According to the report, the U.S. real estate markets survived the
ambiguity of the election year and looming so-called "fiscal
cliff" in 2012 with modest growth in most sectors and markets,
though fluctuations in values persisted.

"The major coastal markets again seized the most capital interest,
leaving the interior markets lagging,"

notes Earl Webb, Avison Young's President, U.S. Operations.  "As
we approached year-end 2012, sales volumes were on pace to eclipse
2011, led by multi-residential and office sales."

Webb states that absorption rates in most of the office markets
were modest as corporate and governmental occupiers remained very
cautious, though cities buoyed by energy and tech sectors -- or
"gateway"

metropolitan areas -- saw the strongest performance.  "Even New
York City, with its diverse business base, saw a slowing of
absorption and a flattening of rents -- currently at $56 (USD) per
square foot (psf) on average with only Midtown South showing
rental strength," he notes.

Webb says early 2013 will look and feel like 2012, with a great
deal of uncertainty persisting and with most markets only posting
modest improvement.  "The overall lack of development is a plus
for real estate markets, and recent job growth is encouraging;
however, we'll need sustained job growth for a full and robust
recovery."

CANADA

Office Approaching nearly 500 million square feet (msf), Canada's
office market had another solid year, characterized by mostly low-
to mid-single-digit vacancy rates, relatively healthy demand,
stable-to-rising rental rates and a growing urban supply pipeline
driven by corporations following the migration of younger workers
who are increasingly living downtown.  This has kicked off another
development cycle in almost every market with the majority of the
space projected to come online in the next four years.

As 2012 was winding down, the national office vacancy rate settled
at 7.1%, down from 7.3% in 2011 and from 2009's recessionary peak
of 9.2% - a 210-basis-point (bps) rebound.  A west-east divide
persists not only in employment, but also in vacancy rates. Larger
resource-rich and commodity-based Western markets (Vancouver,

Calgary and Edmonton) had a combined market-wide vacancy of 6% in
2012 - 110 bps below the national average.

From this group, Calgary is by far the tightest market with a
vacancy rate of 4.4% (-160 bps since 2011).

The lack of vacant large-block options in downtown Calgary has
pushed some tenants into the suburbs, including Imperial Oil,
which made an unprecedented decision to move to Quarry Park in the
suburban south.

Sitting some 230 bps higher at 6.7% (-70 bps), Vancouver is in the
midst of the largest downtown office-building construction cycle
it has ever experienced, with four new office towers and one major
redevelopment underway.  Edmonton came in at 8.7% (-80 bps), and
economic growth and the expansion of numerous engineering and
energy firms are expected to encourage leasing activity in 2013,
pushing vacancy lower.

The smaller, Prairie markets are booming as well.  Despite the
biggest jump (+320 bps) in vacancy of any Canadian market last
year, Regina once again recorded the lowest vacancy (4.2%) in the
country, beating out Calgary.  Neighbouring Winnipeg finished at
6.3% (-70 bps), while Lethbridge saw its vacancy rise 170 bps to
11.4%.

For 2013, and in order of magnitude, vacancy rates are projected
to rise in Vancouver (+70 bps to 7.4%),

Winnipeg (+10 bps to 6.4%), fall in Calgary (-70 bps to 3.7%) and
Edmonton (-40 bps to 8.3%) and remain unchanged in Regina and
Lethbridge.

On the other hand, the major financial services and manufacturing-
based markets in the East (Toronto, Montreal and Ottawa)
collectively posted an office vacancy rate almost 200 bps higher
(7.9%) than their large Western counterparts.  Despite seeing
vacancy rise to 8.1% (+30 bps) in the closing months of 2012,

Toronto, the nation's largest city and office market, is once
again experiencing intense construction activity downtown -- only
a short time since the delivery of the last cycle.  A number of
projects are currently underway, with other announcements --
including this week's groundbreaking of 1 York Street by
Menkes Developments and Healthcare of Ontario Pension Plan --
taking place in the opening months of 2013.

Even Montreal (-30 bps to 8.2%) is witnessing a mini-renaissance
in downtown office development, following a long period of
inactivity.  Ottawa, the nation's capital, continued to weather
the effects of the Conservative government's downsizing better
than many predicted. Overall Ottawa office vacancy rose to 6.2%
in 2012 -- a modest increase from 5.6% in 2011.  Elsewhere in the
East, vacancy inched up 10 bps to 12.8% in

Mississauga/Toronto West and stayed the same in Quebec City (5%)
and Halifax (5.5%).

This year, vacancy is expected to hold firm in Halifax, decline in
Ottawa (-20 bps to 6%) and rise in Quebec City (+180 bps to 6.8%),
Montreal (+50 bps to 8.7%), Toronto (+40 bps to 8.5%) and
Mississauga/Toronto West (+30 bps to 13.1%).

In 2013, demand will be frustrated in some Canadian markets by the
shortage of available space, putting upward pressure on rental
rates in affected market segments until the developments currently
underway are delivered, starting in 2014.  In the meantime, the
national office vacancy rate is expected to increase a modest 20
bps to 7.3% by the end of 2013.

Retail Canada's retail landscape remains a popular destination for
many foreign retailers, especially those south of the border in
the U.S. (Nordstrom and Microsoft Store), lured by the resilience
of the Canadian economy and continuing low interest rates, which
allow consumers to spend more.

The strong activity is taking place despite warnings about
Canadian household debt levels rising to the point where the ratio
of household debt to disposable income is now higher than U.S.
consumer indebtedness prior to the crash.  Two important metrics
driving retailers to Canada from the U.S. may well be the sizeable

difference in retail sales per square foot, and the large spread
in retail space per capita between the two countries.  Steadily
rising retail sales growth in most Canadian markets, coupled with
aggressive U.S. expansion into Canada, has kept the Canadian
retail stock almost fully occupied and the development pipeline
active.  For example, in Calgary, up to 1 msf of retail space will
be completed this year at projects such as Sierra Springs.

While Canadian retailers are bracing for store openings from U.S.
discount giant Target in 2013, landlords are continually
reinvesting in and repositioning retail centres to retain tenants
and attract the many new brands entering the country.  Significant
expenditures and redevelopment have been completed or are
underway, including: Bayshore and St. Laurent Centre in Ottawa;
Yorkdale and Sherway Gardens in Toronto; Southland Mall in Regina
and Mic Mac and West End Malls in Halifax, to name a few.

Live-work-play downtown lifestyles are increasingly popular, and
urban retail intensification is increasing, transforming urban
centres as suburban retail players join forces with office and
residential experts to acquire sites for mixed-use developments.
Going forward, retailers will continue their balancing act between
"bricks and clicks", responding to evolving consumer habits with
small-format stores, virtual stores, electronic coupons and mobile
apps as emerging trends that will redefine the retail landscape of
the future.

Industrial Canada's 1.8-billion-square-foot (bsf) industrial
market has seen vacancy decline steadily from a recession high of
6.3% in 2009 to 4.7% in late 2012.  Space shortages are evident in
the Western markets, which posted a combined vacancy rate of 3.7%
in 2012 - 100 bps below the national average.  In the West,
industrial vacancy rates ranged from a low of 2% in Winnipeg (-10
bps) - edging out Lethbridge (-70 bps to 2.2%) and Regina (+20 bps
to 2.3%) - to a high of 4.8% in Calgary (-10 bps). The West's
largest industrial market, Vancouver, finished 2012 at 3.6%,
plunging 100 bps during the last year -- the most improved of any
of the industrial markets. Rounding off the West was Edmonton (+40
bps to 4.4%).  This year, with the exception of Edmonton which
will remain unchanged, vacancy is expected to climb in the
remaining Western markets by between 10 and 170 bps with the
biggest jump coming in Calgary, owing largely to the delivery of
new supply.

In contrast, the Eastern industrial markets were higher but
respectable at 5.1% - 40 bps above the national average.  The
country's largest market, Toronto, saw its vacancy rate inch up 20
bps to 5.1% towards the end of 2012, while Halifax recorded the
biggest annual jump - up 100 bps to 6.6%. Elsewhere in the East,
vacancy rates trended downwards, led by the tightest market,
Ottawa (-90 bps to 2.5%), Montreal (-30 bps to 5.4%)
and Mississauga/Toronto West (-10 bps to 5.7%).  By the end of
2013, industrial vacancy rates are expected to fall in Halifax (-
60 bps to 6%), hold firm in Mississauga/Toronto West (5.7%) and
rise in Toronto (+40 bps to 5.5%), Ottawa (+50 bps to 3%) and
Montreal (+10 bps to 5.5%).

Developers in most cities have responded to tight market
conditions with build-to-suit and speculative construction - with
increased demand, especially from U.S.-based corporations, for
facilities offering higher clear heights and multiple large bays.

This year will be similar to 2012, with new supply prompting a
moderate rise in vacancy, slightly above the 5% range.  Look for
older, dysfunctional stock to be demolished, while manufacturing
facilities are repurposed for distribution uses.

Investment Supported by healthy underlying property market
fundamentals (low vacancy and stable-to-rising rental rates),
attractively priced capital and all-time-low borrowing costs, the
commercial real estate investment sector had an exceptional 2012,
and with the overall tally still to come, it may very well end up
being a record year with sales volume (for office, industrial,
retail and multi-residential assets) exceeding the previous peak
of $24 billion (CAD) in 2007.  Early indications point to record
investment volumes for a number of markets, including Vancouver,
Calgary, Toronto and Ottawa.  No matter the final result, 2012 was
a year of big deals, ranging from blockbuster, single-asset
acquisitions -- Scotia Plaza (100% interest) and TD Canada Trust
Tower (50% interest) in the heart of Toronto's financial core by
Dundee and H&R REITs and Public Sector Pension Investment Board,
respectively - to notable M & A activity, including the takeout of
CANMARC and Whiterock by Cominar and Dundee, respectively, to IPOs
by Dundee Industrial REIT and Regal Lifestyle Communities.

While the investor profile remains varied, the $1.3-billion sale
of Scotia Plaza, among others, established REITs as aggressive
buyers who can go head-to-head with -- and outbid -- the pension
funds for coveted assets.

This environment has pushed capitalization rates for top-tier,
well-leased assets in core locations to historic levels, with
every transaction setting a new benchmark low.  Every market had
its special story or trend, be it in Edmonton, where land was the
most actively traded property type as development became an
alternative to purchasing highly priced existing properties, or
Vancouver, where the battle for yield pushed up pricing and the
prevalence of off-market deals increased again.

The same forces that were at play in 2012 will continue to fuel
the flow of capital to real estate throughout 2013. However, the
usual risks remain: the threat of rising interest rates (though
the consensus is that they will remain low in the short- to
medium-term), less product coming to the market, and the
possibility that prices for top-tier assets have already reached a
plateau.  Some buyers are taking precautions by financing (or
refinancing) assets over longer periods, while others are opting
for development.  There is also a growing sense that the risk
premium to real estate is narrowing and that the focus will turn
to driving net operating income.  Further cap rate compression
will likely make acquisitions less accretive for REITs, laying the
groundwork for increased M & A activity (e.g. KingSett - Primaris)
and REIT formations (e.g. Loblaws and HBC).

U.S.

Office The 10.2-bsf U.S. office market registered an overall
vacancy rate of 12.1% as year-end 2012 approached, reflecting a
slight improvement compared with 2011.  Class A properties
accounted for the bulk of net absorption in 2012 as the flight-to-
quality trend continued and tenants sought to lock-in favorable
rates.  As a result, class A vacancy declined 50 bps to 13.6% from
14.1% at the end of 2011.  Tenants continued to enjoy favorable
conditions with tech- and energy-driven markets experiencing the
greatest levels of positive absorption.

The 17 U.S. markets Avison Young tracked for this report comprise
2.8 bsf with an overall vacancy rate of 15.1%, down slightly from
that of year-end 2011.  A majority of Avison Young markets are
forecasting further improvement in 2013; however, vacancy in the
U.S. markets will likely remain elevated overall when compared
with Canada.

Among Avison Young markets, New Jersey recorded the highest 2012
vacancy (+50 bps to 25.5%), with flat market conditions expected
in 2013. Although down slightly from 2011, vacancy rates in
Atlanta (-100 bps to 19.9%) and Detroit (-70 bps to 19.8%)
remained high in 2012.  The lowest vacancy rates were recorded in
Pittsburgh (8.1%), where rents have risen to new levels; San
Francisco (9.9%), where large-tenant movement is driving the
market; and Manhattan (10.6%).  Manhattan, the largest U.S. office
market, reported flat absorption and rents in 2012; however,
employment growth is leading to positive absorption and vacancy
could return to single digits by year-end 2013.  At the
submarket level, the steady delivery of new space at World Trade
Center and World Financial Center could push vacancy into the
teens for downtown class A space.

With minimal new office construction and a lower unemployment
rate, Reno experienced the biggest improvement (-330 bps to 16.4%)
in office vacancy from 2011 to 2012.  The Las Vegas market is
showing signs of slow recovery; while 2012 saw no change in
vacancy rates, there is a -90 bps projected change by year-end
2013.

Only four markets expect to see increased vacancy in 2013, with
the largest increase being in Washington, DC. (+60 bps), where
there are threats of federal spending cutbacks and where 4 msf of
office space is set to be delivered this year.

Retail U.S. retail markets held steady with an average vacancy of
6.9% -- unchanged for four quarters -- and were kept in check by a
dearth of new supply.  Delivery of new retail product has fallen
each year since 2008 and, in 2012, 46 msf was delivered. Power
centers are outperforming retail as a whole and posted a 6.2%
vacancy rate nationwide.

Many Avison Young markets are reporting the expansion of discount
and big-box retailers.  Select submarkets in Charleston and
Houston have improving retail conditions due to population
increases; Boston is seeing further stabilization; San Francisco
is reporting a steady retail comeback and limited construction;
and New

Jersey welcomed several new retailers and substantial development,
with nearly 3.5 msf of new inventory going under construction in
2012.  Two of Raleigh-Durham's largest malls finished 2012 with
vacancy rates below 0.5%, and retail development activity there
increased to the highest levels witnessed since 2008, with
slightly more than 859,000 sf scheduled for delivery in 2013.

Industrial Avison Young industrial markets totaled 6.6 bsf with an
average vacancy rate of 8.8% as of third-quarter 2012 -- nearly
double the vacancy found in Avison Young's Canadian markets.
Chicago (1.2 bsf) and Los Angeles (1.1 bsf) are the largest U.S.
industrial markets, with vacancy rates of 9.6% and 4.5%,
respectively.  Charleston saw the biggest decrease in vacancy,
ending 2011 at 12.1% and dropping to 9.9% in 2012.  Reno was the
only city to see an increase in industrial vacancy during 2012
(+20 bps) and all but two U.S. markets are expecting further
declines in vacancy during 2013.

Dallas (+10 bps) is experiencing growth of warehouse/distribution
space around the city's inland port and, in the Houston market
(+30 bps), oil and gas drilling activity is fueling manufacturing
and the Port of Houston's expansion.  Atlanta should continue to
experience positive absorption in 2013 with the largest projected
drop (-400 bps) in vacancy.  The anticipated expansion of the
Panama Canal is spurring speculative development and aggressive
land acquisitions in South Florida, while in Detroit, industrial
rents are primed to rise following four quarters of positive
absorption.

Investment Through third-quarter 2012, total investment volume for
multi-residential, office, industrial and retail properties topped
$163 billion, demonstrating stabilization after second-quarter
sales volumes for all property types (except multi-residential)
fell year over year.  Demand for core assets with stable cash
flow exceeded the available product in many U.S. markets.
Manhattan led the country in office sales with $7.8 billion,
followed by San Francisco with $3.9 billion and Los Angeles with
$3.1 billion.  In Boston, the volume of industrial purchases
doubled from 2011 to 2012.  Capital flow into the U.S. continued
in 2012 as cross-border investors accounted for $20.3 billion in
sales by mid-December.  Canadian buyers alone purchased
$7.5 billion in multi-residential, office, industrial and retail
assets.  Avison Young anticipates growing opportunities in the
U.S. for investors willing to look to non-coastal locations and
expects most markets to experience uncertainty and further, albeit
modest, recovery in 2013.

Founded in 1978, Avison Young is Canada's largest independently-
owned commercial real estate services company.  Headquartered in
Toronto, Ontario, Avison Young is also the largest Canadian-owned,
principal-managed commercial real estate brokerage firm in North
America.  Comprising more than 1,100 real estate professionals in
43 offices across Canada and the U.S., the full-service commercial
real estate company provides value-added, client-centric
investment sales, leasing, advisory, management, financing and
mortgage placement services to owners and occupiers of office,
retail, industrial and multi-residential properties.


* M&A Advisor Submits Finalists of 7th Annual Turnaround Awards
--------------------------------------------------------------
The M&A Advisor on Jan. 18 announced that 175 nominations,
representing over 300 companies, have been submitted for the 7th
Annual M&A Advisor Turnaround Awards.

The Finalist companies have been selected from the nominees in the
first stage of evaluation and the independent panel of judges will
now focus their attention on the challenging task of selecting the
ultimate award winners.

The winners for Distressed M&A Deal of the Year, Restructuring
Deal of the Year, Reorganization Deal of the Year, Refinancing
Deal of the Year, Firm of the Year, Turnaround Product/Service of
the Year and Turnaround Professional of the Year categories will
be announced at the 7th Annual M&A Advisor Turnaround Awards Gala
on Wednesday, March 6th at the Colony Hotel in Palm Beach, FL.

"Although the bankruptcy filings of corporations such as Hawker
Beechcraft and Residential Capital, municipalities such as
Stockton, CA. and the liquidation activities of Hostess Brands,
highlight today's difficult environment, there were thousands of
successful turnarounds in 2012 thanks to the energy and ingenuity
of the world's leading restructuring and distressed investing
professionals," says Roger Aguinaldo, CEO and Founder of The M&A
Advisor.  "The deal teams represented in our 2013 Turnaround Award
finalist group have demonstrated creativity and perseverance in
today's challenging climate."

This year's finalists represent the industry's leading firms,
including: Blackstone; Rothschild; Bloomberg; Mesirow Financial
Consulting; FTI Consulting; Kurtzman Carson Consultants; Sun
Capital; Bayside and feature the year's leading transactions
including: Chapter 11 Restructuring of General Maritime
Corporation; Financial restructuring and recapitalization of Lower
Bucks Hospital; Reorganization of Rotonics Manufacturing, Inc. by
Lake Pointe Partners, LLC; Restructuring of Kerzner International
Holdings Limited; Reddy Ice Corporation Restructuring;
Restructuring of Los Angeles Dodgers; Watermill Group's
Acquisition of Manistique Papers; Reorganization of Lehman
Brothers Holdings; Reorganization of Travelport and Restructuring
of Landsbanki.

For more information, please visit at http://www.maadvisor.comor
contact The M&A Advisor at 718 997 7900.

                         The M&A Advisor

Since 1998, The M&A Advisor has been presenting, recognizing the
achievement of and facilitating connections between the world's
leading mergers and acquisitions, financing and turnaround
professionals with a comprehensive range of services including M&A
SUMMITS; M&A AWARDS; M&A CONNECTS(TM); M&A ALERTS(TM), M&A
LINKS(TM) and M&A MARKET INTEL(TM).


* MorrisAnderson Promotes Alpesh Amin to Managing Director
----------------------------------------------------------
MorrisAnderson, a Chicago-based middle market financial and
operational advisory firm, on Jan. 18 disclosed that Alpesh Amin
has been promoted to managing director from director.  In this
role, Amin will leverage his more than 13 years of experience in
corporate finance, restructuring and banking to further support
MorrisAnderson's advisory services for distressed companies and
private equity firms.

Since Mr. Amin, 36, joined MorrisAnderson in 2008 as a consultant,
he has served in an advisory capacity for both company management
and creditors.  His background includes corporate turnarounds and
restructurings, Chapter 11 bankruptcy proceedings, asset sales and
liquidations and business plan development, particularly for
companies in the consumer products, electronics, construction
materials, distribution, transportation and automotive sectors.

"Alpesh consistently provides solutions and leadership for
distressed companies, lenders and private equity firms navigating
complex business challenges," said Dan Dooley, principal and chief
executive officer of MorrisAnderson.  "He is a strong leader at
the firm, and has particularly helped grow our construction
materials practice group by successfully managing client
engagements within that sector."

Most recently, Mr. Amin served as financial advisor and investment
banker for Werthan Packaging, Inc., a regional printing and
packaging manufacturer, where he assisted the company in
developing and executing a business plan and led the successful
refinancing efforts for the company.  Mr. Amin also served as
financial advisor and investment banker to Ridgewood Corp., a
building products retailer and wholesaler, and developed a
business plan that enabled Ridgewood to sell its assets while
preserving the value of equity in various real estate assets and
preserving 50 employees' jobs.

Additionally, Mr. Amin served as financial advisor and investment
banker to a family-owned hardware and building supply distributor.
In this role, he assisted the company in developing a multi-
faceted business plan that included restructuring the company's
core operations, the divestiture of its underperforming subsidiary
and a senior debt refinancing.

"Alpesh's career trajectory from consultant to director and now to
managing director is an example of MorrisAnderson's corporate
growth strategy to provide meaningful career advancement
opportunities at all levels of our firm," added Mr. Dooley.  "We
strive to ensure emerging leaders such as Alpesh are recognized
for their contributions and accomplishments so our clients can
continue to receive industry-leading financial and operational
advisory services during times of distress."

Prior to joining MorrisAnderson, Amin held restructuring,
turnaround and mergers and acquisitions roles with Huron
Consulting Group, Bridge Associates, LLC, Merrill Lynch and
LaSalle Bank NA.  Mr. Amin is a member of the Turnaround
Management Association (TMA) and the American Bankruptcy Institute
(ABI).  He holds a bachelor's degree in business administration
with concentrations in finance and management information systems
from Miami University.

                      About MorrisAnderson

Chicago-based MorrisAnderson is a middle market consulting firm
focused on underperforming and distressed companies, with offices
in Florida, Missouri, New York and Ohio.  The firm's service
offerings include financial advisory, interim, turnaround and
crisis management, investment banking, performance improvement and
litigation support.


* Zhou and Chini Firm Offers Free Consultations on Chapter 11
-------------------------------------------------------------
The law office of Zhou and Chini has announced it will conduct
free consultations for individuals seeking more information about
Chapter 11 bankruptcy.  The law office decided to offer this
service to help struggling Orange County business that are looking
for alternative options.  The law office of Zhou and Chini are
well versed in bankruptcy law and are offering this free service
to help give options for those in need.  For more information
about the bankruptcy attorneys in Orange County, or about Chapter
11 bankruptcy Orange County information visit, http://is.gd/BGuAuY

For more information about bankruptcy and the different Chapters
involved speak to an experienced bankruptcy lawyer at, 888-901-
3440

The Law Office of Zhou & Chini servicing the cities and counties
of California.  He is a graduate of UCLA and has been practicing
law since 1999.  Mr. Zhou has a wealth of experience in
bankruptcy, civil litigation, family law, criminal law and
unlawful detainer.  Zhou and Chini Law Offices provide bankruptcy
assistance in Orange County, Los Angeles and San Diego.


* BOND PRICING -- For Week From Jan. 17 to 18, 2013
---------------------------------------------------

   Company          Coupon    Maturity Bid Price
   -------          ------    -------- ---------
1ST BAP CHUR MEL     7.500  12/12/2014   5.000
AES EASTERN ENER     9.000    1/2/2017   3.570
AES EASTERN ENER     9.670    1/2/2029   4.125
AGY HOLDING COR     11.000  11/15/2014  51.250
AHERN RENTALS        9.250   8/15/2013  79.750
ALION SCIENCE       10.250    2/1/2015  50.500
AMBAC INC            6.150    2/7/2087   5.000
ATP OIL & GAS       11.875    5/1/2015   7.000
ATP OIL & GAS       11.875    5/1/2015   7.000
ATP OIL & GAS       11.875    5/1/2015   7.500
BUFFALO THUNDER      9.375  12/15/2014  34.250
CENTRAL EUROPEAN     3.000   3/15/2013  53.550
CHAMPION ENTERPR     2.750   11/1/2037   1.000
DELTA AIR 1992B2    10.125   3/11/2015  30.000
DOWNEY FINANCIAL     6.500    7/1/2014  64.250
DYN-RSTN/DNKM PT     7.670   11/8/2016   4.500
EASTMAN KODAK CO     7.000    4/1/2017  13.500
EASTMAN KODAK CO     7.250  11/15/2013  14.000
EASTMAN KODAK CO     9.200    6/1/2021  13.775
EASTMAN KODAK CO     9.950    7/1/2018  12.678
EDISON MISSION       7.500   6/15/2013  50.290
ELEC DATA SYSTEM     3.875   7/15/2023  95.000
FAIRPOINT COMMUN    13.125    4/1/2018   1.000
FAIRPOINT COMMUN    13.125    4/1/2018   1.000
FAIRPOINT COMMUN    13.125    4/2/2018   1.220
FIBERTOWER CORP      9.000    1/1/2016  28.000
GEOKINETICS HLDG     9.750  12/15/2014  54.375
GEOKINETICS HLDG     9.750  12/15/2014  58.000
GLB AVTN HLDG IN    14.000   8/15/2013  18.900
GLOBALSTAR INC       5.750    4/1/2028  61.500
GMX RESOURCES        4.500    5/1/2015  44.010
GMX RESOURCES        5.000    2/1/2013  97.260
HAWKER BEECHCRAF     8.500    4/1/2015   6.000
HAWKER BEECHCRAF     8.875    4/1/2015  16.000
HORIZON LINES        6.000   4/15/2017  30.000
JAMES RIVER COAL     4.500   12/1/2015  38.250
JEHOVAH-JIREH        7.800   9/10/2015  N/A
LBI MEDIA INC        8.500    8/1/2017  25.375
LEHMAN BROS HLDG     0.250  12/12/2013  21.125
LEHMAN BROS HLDG     0.250   1/26/2014  21.125
LEHMAN BROS HLDG     1.000  10/17/2013  21.125
LEHMAN BROS HLDG     1.000   3/29/2014  21.125
LEHMAN BROS HLDG     1.000   8/17/2014  21.125
LEHMAN BROS HLDG     1.000   8/17/2014  21.125
LEHMAN BROS HLDG     1.250    2/6/2014  21.125
MASHANTUCKET PEQ     8.500  11/15/2015   5.250
MASHANTUCKET PEQ     8.500  11/15/2015   5.250
MASHANTUCKET TRB     5.912    9/1/2021   5.250
MF GLOBAL LTD        9.000   6/20/2038  65.500
OPENSL-CALL02/13     9.750    2/1/2015  83.000
OVERSEAS SHIPHLD     8.750   12/1/2013  36.770
PLATINUM ENERGY     14.250    3/1/2015  66.000
PLATINUM ENERGY     14.250    3/1/2015  N/A
PMI CAPITAL I        8.309    2/1/2027   0.125
PMI GROUP INC        6.000   9/15/2016  30.500
POWERWAVE TECH       1.875  11/15/2024   3.500
POWERWAVE TECH       1.875  11/15/2024   3.500
POWERWAVE TECH       3.875   10/1/2027   3.500
POWERWAVE TECH       3.875   10/1/2027   3.500
RADISYS CORP         2.750   2/15/2013 100.000
RESIDENTIAL CAP      6.875   6/30/2015  29.500
REVEL AC INC        12.000   3/15/2018  N/A
SAVIENT PHARMA       4.750    2/1/2018  27.500
SCHOOL SPECIALTY     3.750  11/30/2026  50.625
TERRESTAR NETWOR     6.500   6/15/2014  10.000
TEXAS COMP/TCEH     10.250   11/1/2015  30.750
TEXAS COMP/TCEH     10.250   11/1/2015  28.000
TEXAS COMP/TCEH     10.250   11/1/2015  31.010
TEXAS COMP/TCEH     15.000    4/1/2021  41.100
TEXAS COMP/TCEH     15.000    4/1/2021  35.000
THQ INC              5.000   8/15/2014  26.250
TL ACQUISITIONS     10.500   1/15/2015  35.000
TL ACQUISITIONS     10.500   1/15/2015  34.625
TOUSA INC            7.500   1/15/2015   0.001
UAL 1991 TRUST      10.020   3/22/2014  11.250
USEC INC             3.000   10/1/2014  38.500
VERSO PAPER         11.375    8/1/2016  38.800
WCI COMMUNITIES      6.625   3/15/2015   0.875
WESTERN EXPRESS     12.500   4/15/2015  63.375
WESTERN EXPRESS     12.500   4/15/2015  63.375



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Joseph Medel C. Martirez, Carmel
Paderog, Meriam Fernandez, Ronald C. Sy, Joel Anthony G. Lopez,
Cecil R. Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2013.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


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